UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________ to _______________________

Commission File Number 0-20797

RUSH ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Texas	74-1733016
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

555 I.H. 35 South, Suite 500

New Braunfels, Texas 78130

(Address of principal executive offices)

(Zip Code)

(830) 302-5200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑	Accelerated filer ☐	Non-accelerated filer ☐	Smaller Reporting company ☐

			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

Indicated below is the number of shares outstanding of each of the issuer’s classes of common stock, as of ~~October~~May 311, ~~2025~~2026.

Title of Class	Number of Shares Outstanding
Class A Common Stock, $.01 Par Value	~~60,643,501~~	60,997,081
Class B Common Stock, $.01 Par Value	~~16,437,909~~	16,715,210

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value	RUSHA	NASDAQ Global Select Market
Class B Common Stock, $0.01 par value	RUSHB	NASDAQ Global Select Market

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION		Page	~~Page~~
Item 1.	~~Item~~Financial 1.Statements	~~Financial Statements~~3	3
		Consolidated Balance Sheets - September 30, 2025 (unaudited) and December 31, 2024	3
	Consolidated Balance Sheets - March 31, 2026 (unaudited) and December 31, 2025	3
		Consolidated Statements of Income - For the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4
	Consolidated Statements of Income - For the Three Months Ended March 31, 2026 and 2025 (unaudited)	4
		Consolidated Statements of Comprehensive Income - For the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Comprehensive Income - For the Three Months Ended March 31, 2026 and 2025 (unaudited)	5
		Consolidated Statements of Shareholders’ Equity – For the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
	Consolidated Statements of Shareholders’ Equity – For the Three Months Ended March 31, 2026 and 2025 (unaudited)	6
		Consolidated Statements of Cash Flows - For the Nine Months Ended September 30, 2025 and 2024 (unaudited)	8
	Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2026 and 2025 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	~~Notes to Consolidated Financial Statements (unaudited)~~8	9
Item 2.	~~Item~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~13	15
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~24	28
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~24	29
PART II. OTHER INFORMATION			29
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~24	29
Item 1A.	~~Item~~Risk ~~1A.~~Factors	~~Risk Factors~~25	29
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~25	29
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~25	30
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~25	30
Item 5.	~~Item~~Other 5.Information	~~Other Information~~25	30
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~26	30
SIGNATURES		27	31

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares)

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(unaudited)
Assets
Current assets:
Cash, cash equivalents and restricted cash	$	~~242~~239,~~005~~654		$	~~228~~212,~~131~~645
Accounts receivable, net		~~268~~271,~~228~~399			~~345~~277,~~346~~784
Notes receivable from affiliate		6,706			9,536
Note receivable, affiliate		8,561			11,576
Inventories, net		1,~~662~~640,~~256~~077			1,~~787~~534,~~744~~471
Prepaid expenses and other		3845,~~127~~396			1854,~~958~~662
Total current assets		2,~~217~~205,~~322~~087			2,~~389~~091,~~715~~138
Property and equipment, net		1,~~693~~672,~~629~~844			1,~~615~~694,~~635~~738
Operating lease right-of-use assets, net		~~123~~119,~~756~~752			~~111~~124,~~408~~130
Goodwill, net		440,~~754~~777			~~427~~441,~~493~~615
Other assets, net		77,~~601~~595			7378,~~296~~915
Total assets	$	4,~~553~~516,~~062~~055		$	4,~~617~~430,~~547~~536
Liabilities and shareholders’ equity
Current liabilities:
Floor plan notes payable	$	1919,~~007,092~~157		$	1917,~~081,199~~955
Current maturities of long-term debt		125			–127
Current maturities of finance lease obligations		3632,~~093~~041			3834,~~476~~519
Current maturities of operating lease obligations		1819,~~407~~912			1519,~~866~~285
Trade accounts payable		~~280~~320,~~647~~090			~~244~~230,~~018~~763
Customer deposits		~~102~~86,~~123~~463			~~109~~112,~~751~~149
Accrued expenses		~~178~~134,~~119~~795			~~160~~177,~~809~~292
Total current liabilities		1,~~622~~512,~~606~~583			1,~~650~~492,~~119~~090
Long-term debt, net of current maturities		~~263~~277,~~007~~650			~~408~~274,~~440~~798
Finance lease obligations, net of current maturities		8984,~~603~~122			9288,~~235~~149
Operating lease obligations, net of current maturities		~~108~~102,~~095~~751			97107,~~874~~698
Other long-term liabilities		3435,~~555~~371			2834,~~060~~225
Deferred income taxes, net		~~198~~211,~~449~~959			~~178~~207,~~916~~733
Shareholders’ equity:
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2025 and 2024		–			–
Preferred stock, par value $.01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2026 and 2025		–			–
Common stock, par value $.01 per share; 105,000,000 Class A shares and 35,000,000 Class B shares authorized; 61,274,139 Class A shares and 16,566,260 Class B shares outstanding in 2025; and 62,604,986 Class A shares and 16,662,633 Class B shares outstanding in 2024		834			824
Common stock, par value $.01 per share; 105,000,000 Class A shares and 35,000,000 Class B shares authorized; 60,855,308 Class A shares and 16,715,210 Class B shares outstanding in 2026; and 60,115,093 Class A shares and 16,437,909 Class B shares outstanding in 2025		845			835
Additional paid-in capital		~~628~~655,~~080~~196			~~587~~634,~~639~~266
Treasury stock, at cost: 3,358,784 Class A shares and 2,204,811 Class B shares in 2025; and 1,387,013 Class A shares and 1,783,806 Class B shares in 2024		(262,495	)		(136,235	)
Treasury stock, at cost: 4,586,791 Class A shares and 2,352,163 Class B shares in 2026; and 4,586,791 Class A shares and 2,352,163 Class B shares in 2025		(331,150	)		(331,150	)
Retained earnings		1,~~854~~950,~~537~~700			1,~~698~~904,~~614~~091
Accumulated other comprehensive (loss)		(6,457	)		(9,293	)
Accumulated other comprehensive income (loss)		(6,812	)		(4,813	)
Total Rush Enterprises, Inc. shareholders’ equity		2,~~214~~268,~~499~~779			2,~~141~~203,~~549~~229
Noncontrolling interest		22,~~248~~840			2022,~~354~~614
Total shareholders’ equity		2,~~236~~291,~~747~~619			2,~~161~~225,~~903~~843
Total liabilities and shareholders’ equity	$	4,~~553~~516,~~062~~055		$	4,~~617~~430,~~547~~536

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2025

2024

2025

2024

2026

2025

Revenues

New and used commercial vehicle sales

1955,~~134,856~~143

1,~~163~~130,~~255~~770

~~3,457,130~~

~~3,586,882~~

Aftermarket products and services sales

~~642~~627,~~658~~194

~~633~~619,~~045~~068

~~1,897,984~~

~~1,909,672~~

Lease and rental sales

9392,~~304~~277

8990,~~129~~253

~~276,681~~

~~264,696~~

Finance and insurance

5,~~575~~611

5,~~780~~212

~~16,339~~

~~17,111~~

Other

43,~~372~~960

45,~~924~~527

~~14,168~~

~~16,799~~

Total revenue

1,~~880~~684,~~765~~185

1,~~896~~850,~~133~~830

~~5,662,302~~

~~5,795,160~~

Cost of products sold

New and used commercial vehicle sales

1873,~~034,698~~904

1,~~053~~030,~~512~~533

~~3,152,875~~

~~3,239,431~~

Aftermarket products and services sales

~~403~~399,~~811~~790

~~399~~397,~~973~~743

~~1,198,565~~

~~1,204,360~~

Lease and rental sales

6766,~~504~~691

6364,~~607~~794

~~198,679~~

~~190,064~~

Total cost of products sold

1,~~506~~340,~~013~~385

1,~~517~~493,~~092~~070

~~4,550,119~~

~~4,633,855~~

Gross profit

~~374~~343,~~752~~800

~~379~~357,~~041~~760

~~1,112,183~~

~~1,161,305~~

Selling, general and administrative expense

~~256~~242,~~403~~630

~~239~~248,~~741~~803

~~757,187~~

~~754,774~~

Depreciation and amortization expense

18,~~155~~718

1917,~~134~~256

~~53,022~~

~~51,376~~

Gain (loss) on disposition of assets

(164

)

588

131

690

Gain (loss) on sale of assets

(245

)

168

Operating income

~~100~~82,~~030~~207

~~120~~91,~~754~~869

~~302,105~~

~~355,845~~

Other income (expense)

(438

)

149

(1,250

)

370

Other income (loss), net

(464

)

(440

)

Interest expense, net

116,~~718~~354

1712,~~664~~863

~~37,307~~

~~55,101~~

Income before taxes

8775,~~874~~389

~~103~~78,~~239~~566

~~263,548~~

~~301,114~~

Income tax provision

2013,~~136~~709

2317,~~819~~949

~~62,204~~

~~71,422~~

Net income

6761,~~738~~680

7960,~~420~~617

~~201,344~~

~~229,692~~

Less: Net income attributable to noncontrolling interest

1,048

288

1,894

291

Less: Net income loss attributable to noncontrolling interest

226

295

Net income attributable to Rush Enterprises, Inc.

6661,~~690~~454

7960,~~132~~322

~~199,450~~

~~229,401~~

Net income attributable to Rush Enterprises, Inc. per share of common stock:

Basic

0.8579

10.0076

~~2.53~~

~~2.91~~

Diluted

0.8377

0.9773

~~2.46~~

~~2.81~~

Weighted average shares outstanding:

Basic

7877,~~235~~394

79,~~216~~661

~~78,759~~

~~78,878~~

Diluted

8079,~~593~~871

8182,~~884~~381

~~81,167~~

~~81,607~~

Dividends declared per common share

0.19

0.18

~~0.55~~

~~0.52~~

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025		2024
	2026			2025
Net income	$	6761,~~738~~680		$	7960,~~420~~617		$	~~201,344~~	$	~~229,692~~
Other comprehensive income (loss), net of tax:
Foreign currency translation		(21,~~179~~999	)		~~958~~(12	)		~~2,836~~		~~(1,806~~	)
Other comprehensive income (loss) attributable to Rush Enterprises, Inc.		(21,~~179~~999	)		~~958~~(12	)		~~2,836~~		~~(1,806~~	)
Comprehensive income	$	6559,~~559~~681		$	8060,~~378~~605		$	~~204,180~~	$	~~227,886~~
Less: Comprehensive income attributable to noncontrolling interest		1,048			288			1,894		291
Less: Comprehensive income (loss) attributable to noncontrolling interest		226			295
Comprehensive income attributable to Rush Enterprises, Inc.	$	6459,~~511~~455		$	8060,~~090~~310		$	~~202,286~~	$	~~227,595~~

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In Thousands)

(Unaudited)

	Common Stock Shares Outstanding						$0.01 Par		Additional Paid -In			Treasury			Retained			Accumulated Other Comprehensive Income			Total Rush Enterprises, Inc. Shareholders’			Non-controlling		Total Shareholders’
	Class A Class B						Value		Capital			Stock			Earnings			(Loss)			Equity			Interest		Equity
	Class A			Class B			Value		Capital			Stock			Earnings			(Loss)			Equity			Interest		Equity
Balance, December 31, 2024		62,605			16,663		$	824	$	587,639		$	(136,235	)	$	1,698,614		$	(9,293	)	$	2,141,549		$	20,354	$	2,161,903
Balance, December 31, 2025		60,115			16,438		$	835	$	634,266		$	(331,150	)	$	1,904,091		$	(4,813	)	$	2,203,229		$	22,614	$	2,225,843
Stock options exercised and stock awards		~~181~~657			–			26		212,~~736~~105			–			–			–			212,~~738~~111			–		212,~~738~~111
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		1314,~~714~~536			–			–			–			1314,~~714~~536			–		1314,~~714~~536
Vesting of restricted share awards		–			~~325~~277			3		(9,~~442~~512	)		–			–			–			(9,~~439~~509	)		–		(9,~~439~~509	)
Issuance of common stock under employee stock purchase plan		9783			–			1		3,~~411~~801			–			–			–			3,~~412~~802			–		3,~~412~~802
Common stock repurchases		~~(332~~–	)		~~(233~~–	)		–		–			~~(30,939~~–	)		–			–			~~(30,939~~–	)		–		~~(30,939~~–	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(11,~~296~~551	)		–			(11,~~296~~551	)		–		(11,~~296~~551	)
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,~~113~~294	)		–			(3,~~113~~294	)		–		(3,~~113~~294	)
Foreign currency translation adjustment		–			–			–		–			–			–			(121,999	)		(121,999	)		–		(121,999	)
Net income		–			–			–		–			–			6061,~~322~~454			–			6061,~~322~~454			~~295~~226		6061,~~617~~680
Balance, March 31, 2025		62,551			16,755		$	830	$	598,058		$	(167,174	)	$	1,744,527		$	(9,305	)	$	2,166,936		$	20,648	$	2,187,584
Balance, March 31, 2026		60,855			16,715		$	845	$	655,196		$	(331,150	)	$	1,950,700		$	(6,812	)	$	2,268,779		$	22,840	$	2,291,619
Stock options exercised and stock awards		97			–			1		1,709			–			–			–			1,710			–		1,710
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		8,289			–			–			–			8,289			–		8,289
Vesting of restricted share awards		–			–			–		(273	)		–			–			–			(273	)		–		(273	)
Issuance of common stock under employee stock purchase plan		–			–			–		–			–			–			–			–			–		–
Common stock repurchases		(1,525	)		(140	)		–		–			(86,143	)		–			–			(86,143	)		–		(86,143	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(10,994	)		–			(10,994	)		–		(10,994	)
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,159	)		–			(3,159	)		–		(3,159	)
Foreign currency translation adjustment		–			–			–		–			–			–			5,027			5,027			–		5,027
Net income		–			–			–		–			–			72,438			–			72,438			551		72,989
Balance, June 30, 2025		61,123			16,615		$	831	$	607,783		$	(253,317	)	$	1,802,812		$	(4,278	)	$	2,153,831		$	21,200	$	2,175,031
Stock options exercised and stock awards		179			–			2		11,665			–			–			–			11,667			–		11,667
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		4,814			–			–			–			4,814			–		4,814
Issuance of common stock under employee stock purchase plan		87			–			1		3,818			–			–			–			3,819			–		3,819
Common stock repurchases		(115	)		(48	)		–		–			(9,178	)		–			–			(9,178	)		–		(9,178	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(11,639	)		–			(11,639	)		–		(11,639	)
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,326	)		–			(3,326	)		–		(3,326	)
Foreign currency translation adjustment		–			–			–		–			–			–			(2,179	)		(2,179	)		–		(2,179	)
Net income		–			–			–		–			–			66,690			–			66,690			1,048		67,738
Balance, September 30, 2025		61,274			16,566		$	834	$	628,080		$	(262,495	)	$	1,854,537		$	(6,457	)	$	2,214,499		$	22,248	$	2,236,747

	Common Stock Shares Outstanding						$0.01 Par		Additional Paid -In			Treasury			Retained			Accumulated Other Comprehensive Income			Total Rush Enterprises, Inc. Shareholders’			Non-controlling		Total Shareholders’
	Class A			Class B			Value		Capital			Stock			Earnings			(Loss)			Equity			Interest		Equity
Balance, December 31, 2024		62,605			16,663		$	824	$	587,639		$	(136,235	)	$	1,698,614		$	(9,293	)	$	2,141,549		$	20,354	$	2,161,903
Stock options exercised and stock awards		181			–			2		2,736			–			–			–			2,738			–		2,738
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		13,714			–			–			–			13,714			–		13,714
Vesting of restricted share awards		–			325			3		(9,442	)		–			–			–			(9,439	)		–		(9,439	)
Issuance of common stock under employee stock purchase plan		97			–			1		3,411			–			–			–			3,412			–		3,412
Common stock repurchases		(332	)		(233	)		–		–			(30,939	)		–			–			(30,939	)		–		(30,939	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(11,296	)		–			(11,296	)		–		(11,296	)
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,113	)		–			(3,113	)		–		(3,113	)
Foreign currency translation adjustment		–			–			–		–			–			–			(12	)		(12	)		–		(12	)
Net income		–			–			–		–			–			60,322			–			60,322			295		60,617
Balance, March 31, 2025		62,551			16,755		$	830	$	598,058		$	(167,174	)	$	1,744,527		$	(9,305	)	$	2,166,936		$	20,648	$	2,187,584

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~CASH ~~EQUITY (continued)~~FLOWS

(In Thousands)

(Unaudited)

	Common Stock Shares Outstanding						$0.01 Par		Additional Paid -In			Treasury			Retained			Accumulated Other Comprehensive			Total Rush Enterprises, Shareholders’			Non-controlling			Total Shareholders’
	Three Months Ended
	Class A Class B						Value		Capital			Stock			Earnings			Income (Loss)			Equity			Interest			Equity
	March 31,
Balance, December 31, 2023		61,461			16,364		$	806	$	542,046		$	(119,835	)	$	1,450,025		$	(2,163	)	$	1,870,879		$	19,537		$	1,890,416
	2026			2025
Stock options exercised and stock awards		383			–			4		5,997			–			–			–			6,001			–			6,001
Cash flows from operating activities:
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		14,090			–			–			–			14,090			–			14,090
Net income	$	61,680		$	60,617
Vesting of restricted share awards		–			351			4		(9,486	)		–			–			–			(9,482	)		–			(9,482	)
Adjustments to reconcile net income to net cash provided by operating activities:
Issuance of common stock under employee stock purchase plan		97			–			1		3,354			–			–			–			3,355			–			3.355
Depreciation and amortization		64,596			61,491
Common stock repurchases		(128	)		–			–		–			(5,627	)		–			–			(5,627	)		–			(5,627	)
Gain on sale of property and equipment		245			(168	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(10,467	)		–			(10,467	)		–			(10,467	)
Stock-based compensation expense related to employee stock options and employee stock purchases		14,537			13,714
Cash dividends declared on Class B common stock		–			–			–		–			–			(2,964	)		–			(2,964	)		–			(2,964	)
Provision for deferred income tax expense		4,318			2,250
Foreign currency translation adjustment		–			–			–		–			–			–			(1,891	)		(1,891	)		–			(1,891	)
Change in accounts receivable, net		6,175			50,342
Net income		–			–			–		–			–			71,608			–			71,608			(119	)		71,489
Change in inventories, net		(85,494	)		(77,041	)
Balance, March 31, 2024		61,813			16,715		$	815	$	556,001		$	(125,462	)	$	1,508,202		$	(4,054	)	$	1,935,502		$	19,418		$	1,954,920
Change in prepaid expenses and other, net		9,234			(424	)
Stock options exercised and stock awards		134			–			1		2,098			–			–			–			2,099			–			2,099
Change in trade accounts payable		89,521			75,384
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		5,515			–			–			–			5,515			–			5,515
Draws (payments) on floor plan financing – trade, net		(36,223	)		–
Vesting of restricted share awards		–			–			–		(10	)		–			–			–			(10	)		–			(10	)
Change in customer deposits		(25,573	)		(12,566	)
Issuance of common stock under employee stock purchase plan		–			–			–		–			–			–			–			–			–			–
Change in accrued expenses		(42,313	)		(19,553	)
Common stock repurchases		(78	)		(15	)		–		–			(3,953	)		–			–			(3,953	)		–			(3,953	)
Other, net		(302	)		(520	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(10,523	)		–			(10,523	)		–			(10,523	)
Net cash provided by (used in) operating activities		60,401			153,526
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,024	)		–			(3,024	)		–			(3,024	)
Cash flows from investing activities:
Foreign currency translation adjustment		–			–			–		–			–			–			(873	)		(873	)		–			(873	)
Acquisition of property and equipment		(66,029	)		(108,410	)
Net income		–			–			–		–			–			78,661			–			78,661			122			78,783
Proceeds from the sale of property and equipment		453			4,324
Balance, June 30, 2024		61,869			16,700		$	816	$	563,604		$	(129,415	)	$	1,573,316		$	(4,927	)	$	2,003,394		$	19,540		$	2,022,934
Change in notes receivable from affiliate		3,015			4,330
Stock options exercised and stock awards		341			–			3		5,257			–			–			–			5,260			–			5,260
Other		1,925			3,255
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan		–			–			–		5,293			–			–			–			5,293			–			5,293
Net cash used in investing activities		(60,636	)		(96,501	)
Issuance of common stock under employee stock purchase plan		99			–			1		3,511			–			–			–			3,512			–			3,512
Cash flows from financing activities:
Common stock repurchases		(1	)		(5	)		–		–			(229	)					–			(229	)		–			(229	)
Draws on floor plan notes payable – non-trade, net		38,812			(615	)
Cash dividends declared on Class A common stock		–			–			–		–			–			(11,185	)		–			(11,185	)		–			(11,185	)
Proceeds from long-term debt		14,609			288,446
Cash dividends declared on Class B common stock		–			–			–		–			–			(3,006	)		–			(3,006	)		–			(3,006	)
Principal payments on long-term debt		(11,162	)		(293,223	)
Foreign currency translation adjustment		–			–			–		–			–			–			958			958			–			958
Principal payments on finance lease obligations		(6,008	)		(3,690	)
Net income		–			–			–		–			–			79,132			–			79,132			288			79,420
Proceeds from issuance of shares related to employee stock options and employee stock purchases		15,914			6,153
Balance, September 30, 2024		62,308			16,695		$	820	$	577,665		$	(129,644	)	$	1,638,257		$	(3,969	)	$	2,083,129		$	19,828		$	2,102,957
Taxes paid related to net share settlement of equity awards		(9,511	)		(9,442	)
Payments of cash dividends		(15,340	)		(14,409	)
Common stock repurchased		–			(29,642	)
Net cash provided by (used in) financing activities		27,314			(56,422	)
Net (decrease) increase in cash, cash equivalents and restricted cash		27,079			603
Effect of exchange rate on cash		(70	)		(15	)
Cash, cash equivalents and restricted cash, beginning of period		212,645			228,131
Cash, cash equivalents and restricted cash, end of period	$	239,654		$	228,719
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	8,097		$	11,720
Income taxes, net of refunds	$	(177	)	$	1,822
Noncash investing and financing activities:
Assets acquired under finance leases	$	4,534		$	4,855

The accompanying notes are an integral part of these consolidated financial statements.

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RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2025			2024
Cash flows from operating activities:
Net income	$	201,344		$	229,692
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		188,390			175,461
Gain on sale of property and equipment		(131	)		(690	)
Stock-based compensation expense related to stock options and employee stock purchases		26,817			24,897
Provision for deferred income tax expense		19,344			11,129
Change in accounts receivable, net		82,580			(30,478	)
Change in inventories, net		206,451			(108,066	)
Change in prepaid expenses and other, net		(18,301	)		(5,266	)
Change in trade accounts payable		36,310			11,590
Change in customer deposits		(7,995	)		(58,231	)
Change in accrued expenses		15,422			(22,257	)
Other, net		(1,286	)		(513	)
Net cash provided by operating activities		748,945			227,268
Cash flows from investing activities:
Acquisition of property and equipment		(318,828	)		(304,231	)
Proceeds from the sale of property and equipment		7,379			9,098
Change in notes receivable from affiliate		2,830			–
Business acquisition, net of cash acquired		(24,262	)		(16,363	)
Other		2,664			5,668
Net cash used in investing activities		(330,217	)		(305,828	)
Cash flows from financing activities:
Draws (repayments) on floor plan notes payable – non-trade, net		(91,618	)		146,042
Proceeds from long-term debt		838,730			1,621,288
Principal payments on long-term debt		(985,239	)		(1,634,543	)
Principal payments on finance lease obligations		(12,282	)		(12,556	)
Proceeds from employee stock options and stock purchases		15,026			20,232
Taxes paid related to net share settlement of equity awards		(1,392	)		(9,496	)
Payments of cash dividends		(43,727	)		(41,230	)
Common stock repurchased		(124,443	)		(9,809	)
Net cash provided (used in) by financing activities		(404,945	)		79,928
Net increase(decrease) in cash, cash equivalents and restricted cash		13,783			1,368
Effect of exchange rate on cash		91			(20	)
Cash, cash equivalents and restricted cash, beginning of period		228,131			183,725
Cash, cash equivalents and restricted cash, end of period	$	242,005		$	185,073
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	42,617		$	60,105
Income taxes, net of refunds	$	42,542		$	64,065
Noncash investing and financing activities:
Assets acquired under finance leases	$	24,538		$	21,714

The accompanying notes are an integral part of these consolidated financial statements.

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RUSH ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1 – Principles of Consolidation and Basis of Presentation

The ~~unaudited~~ interim consolidated financial statements included herein have been prepared by Rush Enterprises, Inc. and its subsidiaries (collectively referred to as the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). All adjustments have been made to the accompanying interim consolidated financial statements, which, in the opinion of the Company’s management, are necessary for a fair presentation of its operating results. All adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is recommended that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.

Restricted Cash

Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $56.7 million as of ~~September~~March 3031, ~~2025~~2026.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiary, Rush Truck Centres of Canada Limited (“RTC Canada”), is the local currency, the Canadian dollar. Results of operations for RTC Canada are translated to USD using the average ~~monthly~~ exchange rate on a monthly basis during each quarter. The assets and liabilities of RTC Canada are translated into USD using the exchange rate in effect on the balance sheet date. The related translation adjustments are recorded as a separate component of the Company’s Consolidated Statements of Shareholders’ Equity in accumulated other comprehensive income (loss).

2 – Commitments and Contingencies

From time to time, the Company is involved in litigation arising out of its operations in the ordinary course of business. The Company maintains liability insurance, through self-insurance, a captive insurer and third-party excess insurance, including product liability coverage, in amounts deemed adequate by management. However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on the Company’s financial condition or results of operations. As of ~~September~~March 3031, ~~2025~~2026, the Company believes that there are no pending claims or litigation, individually or in the aggregate, that are reasonably possible to have a material adverse effect on its financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations for the fiscal period in which such resolution occurred.

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3 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share information):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Numerator:
Numerator for basic and diluted earnings per share – Net income available to common shareholders	$	6661,~~690~~454	$	7960,~~132~~322	$	~~199,450~~	$	~~229,401~~
Denominator:
Denominator for basic earnings per share – weighted average shares outstanding		7877,~~235~~394		79,~~216~~661		~~78,759~~		~~78,878~~
Effect of dilutive securities– Employee and director stock options and restricted share awards		2,358		2,668		2,408		2,729
Effect of dilutive securities–
Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions		80,593		81,884		81,167		81,607
Employee and director stock options and restricted share awards		2,477		2,720
Basic earnings per common share	$	0.85	$	1.00	$	2.53	$	2.91
Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions		79,871		82,381
Diluted earnings per common share and common share equivalents	$	0.83	$	0.97	$	2.46	$	2.81
Basic earnings per common share	$	0.79	$	0.76
Diluted earnings per common share and common share equivalents	$	0.77	$	0.73

Options to purchase shares of common stock that were outstanding for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive are as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Weighted average anti-dilutive options		~~747~~276		~~573~~486		~~728~~		~~583~~

4 – Stock Options and Restricted Stock Awards

Valuation and Expense Information

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair values.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options, and ~~grant price for restricted stock awards~~ included in selling, general and administrative expense, was $414.85 million for the three months ended ~~September~~March 3031, ~~2025~~2026, and $513.37 million for the three months ended ~~September~~March 3031, ~~2024. Stock-based compensation expense included in selling, general and administrative expense, was $26.8 million for the nine months ended September 30,~~ 2025~~, and $24~~.~~9 million for the nine months ended September 30, 2024.~~

As of ~~September~~March 3031, ~~2025~~2026, the Company had $1520.29 million of unrecognized compensation expense related to non-vested employee stock options to be recognized over a weighted-average period of 2.35 years and $1625.72 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.46 years.

5 – Financial Instruments and Fair Value

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Financial instruments consist primarily of cash, accounts receivable, accounts payable and floor plan notes payable. The carrying values of the Company’s financial instruments approximate fair value due either to their short-term nature or ~~the~~ existence of variable interest rates, which approximate market rates. Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of ~~September~~March 3031, ~~2025~~2026, and December 31, ~~2024~~2025. The carrying value of current assets and current liabilities approximates the fair value due to the short maturity of these items.

10The fair value of the Company’s long-term debt is based on secondary market indicators. Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rate, credit rating, collateral and liquidity. Accordingly, the Company concluded that the valuation measurement inputs of its long-term debt represent, at its lowest level, current market interest rates available to the Company for similar debt and the Company’s current credit standing. Thus, the carrying amount of such debt approximates fair value.

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Under the fair value hierarchy established by ASC 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 2. Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rates, credit rating, collateral and liquidity. Accordingly, the Company concluded that the valuation measurement inputs of its long-term debt represent, at its lowest level, current market interest rates available to the Company for similar debt and the Company’s current credit standing. Thus, the carrying amount of such debt approximates fair value.

6 – Segment Information

The Company reports information based on operating segments identified in accordance with how the chief operating decision maker (“CODM”) evaluates business performance and allocates resources. As of the reporting period, the Company operates with one CODM: W.M. “Rusty” Rush, the Chief Executive Officer, President and Chairman of the Board.

As of the reporting period, the Company currently has one reportable business segment - the Truck Segment. The Truck Segment includes the Company’s operation of a network of commercial vehicle dealerships in the United States and Ontario, Canada that provide an integrated one-stop source for the commercial vehicle needs of its customers, including retail sales of new and used commercial vehicles; aftermarket parts sales, service and collision center facilities; vehicle upfitting and financial services, including the financing of new and used commercial vehicle purchases, insurance products and truck leasing and rentals. The commercial vehicle dealerships are deemed a single reporting unit because they have similar economic characteristics. The Company’s CODM considers the entire Truck Segment, not individual dealerships or departments within its dealerships, when making decisions about resources to be allocated to the segment and assessing its performance.

In addition to the Truck Segment, the Company generates revenue from two additional operating segments: Retail Tire Sales and Insurance Services. These operating segments do not meet the quantitative thresholds for separate reporting as specified under the guidance of ~~ASC~~Accounting ~~280~~Standards Update (“ASU”) 2023-1007. Therefore, they are consolidated under the “All Other” category in the segment disclosures below. These segments share accounting policies consistent with the summary of significant accounting policies.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on segment operating income, not including extraordinary items.

11The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended March 31, 2026 and 2025 (in thousands):

	Truck Segment			All Other			Totals
As of and for the three months ended March 31, 2026
Revenues from external customers	$	1,680,336		$	3,849		$	1,684,185
Cost of products sold		1,339,987			398			1,340,385
Controllable expenses		214,273			1,324			215,597
Allocated expenses		43,874			2,122			45,996
Segment operating income	$	82,202		$	5		$	82,207
Other Income (loss), net		(464	)		-			(464	)
Interest income		1,069			-			1,069
Interest expense		7,329			94			7,423
Income taxes		13,709			-			13,709
Net income (loss)	$	61,769		$	(89	)	$	61,680
Segment assets					62,764
Capital expenditures		66,030			-			66,030
Depreciation and amortization		18,570			148			18,718

As of and for the three months ended March 31, 2025
Revenues from external customers	$	1,847,106		$	3,723		$	1,850,830
Cost of products sold		1,492,706			363			1,493,070
Controllable expenses		191,190			2,965			194,156
Allocated expenses		71,336			399			71,735
Segment operating income (loss)	$	91,874		$	(5	)	$	91,869
Other Income (loss), net		(440	)		-			(440	)
Interest income		674			-			674
Interest expense		13,447			91			13,538
Income taxes		17,949			-			17,949
Net income (loss)	$	60,712		$	(96	)	$	60,617
Segment assets		4,628,663			59,277			4,687,941
Capital expenditures		113,314			-			113,314
Depreciation and amortization		17,116			140			17,256

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The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended September 30, 2025 and 2024 (in thousands):

	Truck Segment			All Other			Totals
As of and for the three months ended September 30, 2025
Revenues from external customers	$	1,876,793		$	3,972		$	1,880,765
Cost of products sold		1,505,469			544			1,506,013
Controllable expenses		223,311			1,488			224,799
Allocated expenses		47,876			2,047			49,923
Segment operating income (loss)	$	100,137		$	(107	)	$	100,030
Other Income (loss)		(438	)		-			(438	)
Interest income		586			-			586
Interest expense		12,209			95			12,304
Income taxes		20,136			-			20,136
Net income (loss)	$	67,940		$	(202	)	$	67,738
Segment assets		4,492,954			60,108			4,553,062
Capital expenditures		108,811			-			108,811
Depreciation and amortization		18,006			149			18,155
As of and for the nine months ended September 30, 2025
Revenues from external customers	$	5,650,359		$	11,943		$	5,662,302
Cost of products sold		4,548,630			1,489			4,550,119
Controllable expenses		670,744			4,705			675,449
Allocated expenses		129,086			5,543			134,629
Segment operating income (loss)	$	301,899		$	206		$	302,105
Other Income (loss)		(1,250	)		-			(1,250	)
Interest income		1,409			-			1,409
Interest expense		38,439			277			38,716
Income taxes		62,204			-			62,204
Net income (loss)	$	201,415		$	(71	)	$	201,344
Segment assets		4,492,954			60,108			4,553,062
Capital expenditures		349,242			-			349,242
Depreciation and amortization		52,585			437			53,022
As of and for the three months ended September 30, 2024
Revenues from external customers	$	1,891,777		$	4,356		$	1,896,133
Cost of products sold		1,516,568			524			1,517,092
Controllable expenses		216,711			1,298			218,009
Allocated expenses		37,946			2,332			40,278
Segment operating income (loss)	$	120,552		$	202		$	120,754
Other Income (loss)		149			-			149
Interest income		479			-			479
Interest expense		18,051			91			18,142
Income taxes		23,820			-			23,820
Net income (loss)	$	79,309		$	111		$	79,420
Segment assets		4,494,444			58,617			4,553,061
Capital expenditures		135,660			-			135,660
Depreciation and amortization		19,006			128			19,134
As of and for the nine months ended September 30, 2024
Revenues from external customers	$	5,782,579		$	12,580		$	5,795,159
Cost of products sold		4,632,329			1,525			4,633,855
Controllable expenses		664,143			4,515			668,658
Allocated expenses		130,215			6,587			136,802
Segment operating income (loss)	$	355,892		$	(47	)	$	355,845
Other Income (loss)		370			-			370
Interest income		780			-			780
Interest expense		55,606			275			55,881
Income taxes		71,422			-			71,422
Net income (loss)	$	230,014		$	(322	)	$	229,692
Segment assets		4,494,444			58,617			4,553,061
Capital expenditures		328,839			-			328,839
Depreciation and amortization		50,991			385			51,376

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7 – Income Taxes

The Company had unrecognized income tax benefits totaling $87.09 million as a component of accrued liabilities as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the total of which, if recognized, would impact the Company’s effective tax rate. An unfavorable settlement would require a charge to income tax expense and a favorable resolution would be recognized as a reduction to income tax expense. The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense. The Company had approximately $~~0.5~~625,000 ~~million~~ accrued for the payment of interest as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025. No amounts were accrued for penalties.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits in the next 12 months. As of September 30, 2025, the tax years ended December 31, 2021 through 2024 remained subject to audit by federal tax authorities and the tax years ended December 31, 2020 through 2024, remained subject to audit by state tax authorities.

8 – Revenue

The Company’s ~~non-lease and rental~~ revenues are generated from the sale of finished products to customers. ~~Revenue~~Those ~~from~~ sales predominantly contain a single delivery element and revenue from such sales is recognized when the customer obtains control, which is typically when the finished product is delivered to the customer. The Company’s material revenue streams have been identified as the following: the sale of new and used commercial vehicles, the arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 (in thousands):

	Three Months Ended				Nine Months Ended
	Three Months Ended March 31,
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	2026		2025
Commercial vehicle sales	$	1,134,856	$	1,163,255	$	3,457,130	$	3,586,882
New and used commercial vehicles	$	955,143	$	1,130,770
Parts revenue		381,628		350,896		1,117,818		1,089,354
Parts		370,887		363,442
Commercial vehicle repair service		261,030		282,149		780,166		820,318
Commercial vehicle repair services		256,307		255,626
Finance		2,~~336~~305		2,~~254~~030		~~6,466~~		~~6,715~~
Insurance		3,~~239~~306		3,~~526~~182		~~9,873~~		~~10,396~~
Other		43,~~372~~960		45,~~924~~527		~~14,168~~		~~16,799~~
Total	$	1,~~787~~591,~~461~~908	$	1,~~807~~760,~~004~~577	$	~~5,385,621~~	$	~~5,530,464~~

~~All~~The ~~of the~~ Company's performance obligations ~~and associated revenues~~ are ~~generally~~ transferred to customers at a point in time. The Company did not have any material contract assets or contract liabilities on the balance sheet as of ~~September~~March 3031, ~~2025~~2026. Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and ~~the~~most ~~majority~~other ~~of Other~~ revenues are related to the Truck Segment.

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9 – Leases

Lease of Vehicles as Lessor

The Company primarily leases commercial vehicles that the Company owns to customers over periods of one to ten years. The Company does not separate lease and nonlease components. Nonlease components typically consist of maintenance and licensing for the commercial vehicle. The variable nonlease components are generally based on mileage. Some leases contain an option for the lessee to purchase the commercial vehicle at the end of the lease term.

The Company’s policy is to depreciate its lease and rental fleet using a straight-line method over each customer’s contractual lease term. The lease unit is depreciated to a residual value that approximates fair value at the expiration of the lease term. This policy results in the Company realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

~~Lease and rental income during the three and nine months ended September 30, 2025 and September 30, 2024 consisted of the following (in thousands):~~11

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Minimum rental payments	$	81,809	$	77,729	$	243,321	$	230,958
Nonlease payments		11,495		11,400		33,360		33,738
Total	$	93,304	$	89,129	$	276,681	$	264,696

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Lease and rental income during the three months ended March 31, 2026 and March 31, 2025 consisted of the following (in thousands):

	Three Months Ended March 31,
	2026		2025
Minimum rental payments	$	81,465	$	79,686
Nonlease payments		10,812		10,567
Total	$	92,277	$	90,253

10 – Accumulated Other Comprehensive Income (Loss)

The following table shows the components of accumulated other comprehensive income (loss) (in thousands):

Balance as of December 31, 2024	$	(9,293	)
Balance as of December 31, 2025	$	(4,813	)
Foreign currency translation adjustment		(121,999	)
Balance as of March 31, 2025	$	(9,305	)
Balance as of March 31, 2026	$	(6,812	)
Foreign currency translation adjustment		5,027
Balance as of June 30, 2025	$	(4,278	)
Foreign currency translation adjustment		(2,179	)
Balance as of September 30, 2025	$	(6,457	)

14The functional currency of the Company’s foreign subsidiary, RTC Canada, is its local currency. Results of operations of RTC Canada are translated into USD using the average exchange rates monthly during the year. The assets and liabilities of RTC Canada are translated into USD using the exchange rates in effect on the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in Accumulated other comprehensive income (loss) and the statements of comprehensive income (loss).

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The functional currency of the Company’s foreign subsidiary, RTC Canada, is its local currency. Results of operations of RTC Canada are translated into USD using the monthly average exchange rates during the year. The assets and liabilities of RTC Canada are translated into USD using the exchange rates in effect on the balance sheet date. The related translation adjustments are recorded in a separate component of shareholders' equity in accumulated other comprehensive income (loss) and the statement of comprehensive income.

11 – Accounts Receivable and Allowance for Credit Losses

The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. Under ~~Accounting~~ASU ~~Standards Update~~ No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the Company is required to remeasure expected credit losses for financial instruments held on the reporting date based on historical experience, current conditions, and reasonable forecasts.

Accounts receivable consists primarily of commercial vehicle sales receivables, manufacturers’ receivables and leasing, parts and service sales receivables and other trade receivables. The Company maintains an allowance for credit losses based on the probability of default, its historical rate of losses, aging and current economic conditions. The Company writes off account balances when it has exhausted reasonable collection efforts and determined that the likelihood of collection is remote. These write-offs are charged against the allowance for credit losses.

The following table summarizes the changes in the allowance for credit losses (in thousands):

Balance December 31, 2024

Provision for the Nine Months Ended September 30, 2025

Write offs Against Allowance, net of Recoveries

Balance September 30, 2025

Balance December 31, 2025

Provision For the Three Months Ended March 31, 2026

Write offs Against Allowance, net of Recoveries

Balance March 31, 2026

Commercial vehicle receivables

~~237~~68

~~(191~~8

)

4676

Manufacturers’ receivables

~~837~~919

~~1,932~~944

(1,~~820~~070

)

~~1,007~~793

Leasing, parts and service receivables

1,~~667~~505

~~309~~927

~~741~~(1,166

)

1,~~513~~266

Other receivables

-10

149

~~(12~~1

)

220

Total

2,~~741~~502

21,~~064~~888

(2,~~549~~235)

2,~~568~~155

12 – ~~Acquisitions~~Acquisition

The following ~~acquisitions,~~acquisition ~~unless~~was ~~otherwise noted, were~~ considered a business ~~combinations~~combination accounted for under ASC 805 “Business Combinations.” Pro forma information was not included in accordance with ASC 805 because the ~~acquisitions~~acquisition ~~were~~was not considered material.

On ~~July~~June 1516, ~~2024~~2025, RTC we Canada acquired ~~certain~~100% ~~assets~~of the outstanding shares of ~~Nebraska~~Leeds ~~Peterbilt~~Transit, ~~which~~Inc. The acquisition included ~~real~~IC ~~estate~~Bus and aCollins ~~Peterbilt~~Bus franchised commercial vehicle ~~franchise~~dealership locations in ~~Grand~~Elgin ~~Island~~and Woodstock, Ontario and ~~North~~a ~~Platte~~sales office in St-Roch-de-l’Achigan, ~~Nebraska~~Quebec, along with commercial vehicle and parts inventory. The transaction was valued at approximately $1625.56 million, with the purchase price paid in cash, with borrowings made pursuant to the RTC Canada’s floor plan credit agreement and a mortgage to finance the real estate.

On June 16, 2025, the Company acquired 100% of the outstanding shares of Leeds Transit, Inc. The acquisition included IC Bus and Collins Bus franchised commercial vehicle dealership locations in Elgin and Woodstock, Ontario and a sales office in St-Roch-de-l’Achigan, Quebec, along with commercial vehicle and parts inventory. The transaction was valued at approximately $25.6 million, with the purchase price paid in cash and with borrowings made pursuant to the RTC Canada’s floor plan credit agreement.12

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements contained in this Form 10-Q (or otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, website postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”), notwithstanding that such statements are not specifically identified. Forward-looking statements include statements about the Company’s financial position, business strategy and plans and objectives of management of the Company for future operations. These forward-looking statements reflect the best judgments of the Company about the future events and trends based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company’s management. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or Company management, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements reflect our current view of the Company with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Please read Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, for a discussion of certain of those risks. Other unknown or unpredictable factors could also have a material adverse effect on future results. Although the Company believes that its expectations are reasonable as of the date of this Form 10-Q, it can give no assurance that such expectations will prove to be correct. The Company does not intend to update or revise any forward-looking statements unless securities laws require it to do so, and the Company undertakes no obligation to publicly release any revisions to forward-looking statements, whether because of new information, future events or otherwise.

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The following comments should be read in conjunction with the Company’s consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

Note Regarding Trademarks Commonly Used in the Company’s Filings

Peterbilt® is a registered trademark of Peterbilt Motors Company. PACCAR® is a registered trademark of PACCAR, Inc. PacLease® is a registered trademark of PACCAR Leasing Corporation. International® is a registered trademark of International Motors, LLC (f/k/a Navistar, Inc.). Idealease is a registered trademark of Idealease, Inc. aka Idealease of North America, Inc. Blue Bird® is a registered trademark of Blue Bird Investment Corporation. IC Bus® is a registered trademark of IC Bus, LLC. Hino® is a registered trademark of Hino Motors, Ltd. Isuzu® is a registered trademark of Isuzu Motors Limited. Ford® is a registered trademark of Ford Motor Company. ~~Dennis Eagle® is a registered trademark of Dennis Eagle Limited.~~ Cummins® is a registered trademark of Cummins, Inc. ~~Blue Arc® is a registered trademark of The Shyft Group Inc. Battle Motors® is a registered trademark of Battle Motors, Inc.~~ This report contains additional trade names or trademarks of other companies. Our use of such trade names or trademarks should not imply any endorsement or relationship with such companies.

General

Rush Enterprises, Inc. was incorporated in Texas in 1965 and consists of one reportable segment, the Truck Segment, and conducts business through its subsidiaries. Our principal offices are located at 555 IH 35 South, Suite 500, New Braunfels, Texas 78130.

We are a full-service, integrated retailer of commercial vehicles and related services. The Truck Segment includes our operation of a network of commercial vehicle dealerships under the name “Rush Truck Centers.” Rush Truck Centers primarily sell commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, IC Bus, ~~Blue~~and ~~Bird, Dennis Eagle,~~ Blue ~~Arc and Battle Motors~~Bird. Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers, including retail sales of new and used commercial vehicles, aftermarket parts sales, service and repair facilities, financing, leasing and rental, and insurance products.

Our Rush Truck Centers are principally located in high traffic areas throughout the United States and Ontario, Canada. Since commencing operations as a Peterbilt heavy-duty truck dealer in 1966, we have grown to operate over ~~126~~125 franchised Rush Truck Centers in 23 states. We own an 80% equity interest in Rush Truck Centres of Canada Limited (“RTC Canada”). RTC Canada currently owns and operates 12 International ~~dealership~~dealerships and 2 IC Bus ~~dealership~~dealerships ~~locations~~ in Ontario. RTC Canada also sells IC ~~Busses~~Buses in the provinces of Quebec, New Brunswick, Nova Scotia and ~~the~~Prince ~~Maritimes~~Edward Island. The operating results of RTC Canada are consolidated in the Consolidated Statements of Operations, the Statements of Comprehensive Income, the Consolidated Balance Sheets and commercial vehicle unit sales data.

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Our business strategy consists of providing solutions to the commercial vehicle industry through our network of commercial vehicle dealerships. We offer an integrated approach to meeting customer needs by providing service, parts and collision repairs in addition to new and used commercial vehicle sales and leasing, plus financial services, vehicle upfitting, CNG fuel systems through our joint venture with Cummins and vehicle telematics products. We intend to continue to implement our business strategy, reinforce customer loyalty and remain a market leader by continuing to develop our Rush Truck Centers as we expand our product offerings and extend our dealership network through strategic acquisitions of new locations and opening new dealerships in our existing areas of operation to enable us to better serve our customers.

Outlook

A.C.T. Research Co., LLC (“A.C.T. Research”), a commercial vehicle industry data and forecasting service provider, currently forecasts new U.S. Class 8 retail truck sales to be ~~216~~224,~~300~~800 units in ~~2025~~2026, which would represent a ~~12.~~5.7% ~~decrease~~increase compared to ~~2024~~2025. While ~~The~~uncertainty ~~ongoing~~related ~~freight~~to ~~recession~~economic conditions and ~~uncertainty~~global ~~with~~events, ~~respect~~along towith ~~U.S.~~significantly ~~trade~~increased ~~policy~~fuel ~~and engine emission regulations~~prices, continues to weigh on the ~~industry~~market, ~~and~~we ~~impact~~expect demand for new ~~commercial vehicles. While we expect that new~~ Class 8 truck ~~sales~~ to ~~vocational~~increase ~~customers~~as ~~will remain solid through~~ the ~~end of the~~ year, ~~we also expect continued weak demand from our over-the-road customers, our largest customer segment~~progresses. We expect our U.S. market share of new Class 8 truck sales to range between 5.43% and 56.90% in ~~2025~~2026 based on A.C.T. Research’s current forecast ~~of 216,300~~. This market share percentage would result in the sale of approximately 1112,~~700~~000 to 1213,~~800~~500 new Class 8 trucks in ~~2025~~2026. We expect to sell approximately ~~350~~500 new Class 8 trucks in Canada in ~~2025~~2026.

16With respect to new U.S. Class 4 through 7 retail commercial vehicle sales, A.C.T. Research currently forecasts sales to be 218,225 units in 2026, which would represent a 0.4% increase compared to 2025. We believe that most medium-duty customers will remain cautious in 2026 and will look to replace vehicles rather than expand their fleets. We expect our U.S. market share of new Class 4 through 7 commercial vehicle sales to range between 4.8% and 5.3% in 2026 based on A.C.T. Research’s current forecast. This market share percentage would result in the sale of approximately 10,500 to 11,500 new Class 4 through 7 commercial vehicles in 2026. We expect to sell approximately 440 new Class 5 through 7 commercial vehicles in Canada in 2026.

~~Table~~We ofexpect ~~Contents~~to sell approximately 2,900 light-duty vehicles and approximately 7,250 used commercial vehicles in 2026, and we expect lease and rental revenue to increase approximately 2.5% during 2026, compared to 2025.

With respect to ~~new~~our ~~U.S.~~parts, ~~Class 4 through 7 retail commercial vehicle sales~~service, ~~A.C.T.~~and ~~Research~~collision ~~currently~~center ~~forecasts~~(collectively ~~sales~~referred to beherein ~~227,225~~as ~~units~~“Aftermarket inProducts ~~2025,~~and ~~which~~Services”) ~~would~~operations, ~~represent~~while amacroeconomic ~~11.8%~~factors ~~decrease~~continue ~~compared~~ to ~~2024. We~~pressure ~~believe~~aftermarket ~~that~~ demand, ~~for~~we ~~medium-duty~~are ~~commercial~~beginning ~~vehicles~~to ~~will~~see ~~remain~~encouraging ~~stable~~indicators ~~through the end~~ of ~~the~~improving ~~year.~~market Weconditions, ~~expect~~including ~~our~~increases ~~U.S.~~in ~~market~~both ~~share~~freight ofactivity ~~new~~and ~~Class~~miles 4driven, ~~through~~which 7we ~~commercial~~believe ~~vehicle~~will ~~sales~~support tohigher ~~range~~parts ~~between 5.5%~~ and ~~6.0%~~service indemand ~~2025~~as ~~based~~the onyear Aprogresses.~~C.T.~~ ~~Research’s~~We ~~current~~believe ~~forecast~~that ofour ~~227,225. This~~Aftermarket ~~market~~Products ~~share~~and ~~percentage~~Services ~~would~~revenues ~~result~~will inbe ~~the~~flat ~~sale of approximately 12,500~~ to ~~13,600~~slightly ~~new~~up ~~Class 4 through 7 commercial vehicles~~ in ~~2025. We~~2026, ~~expect~~compared to ~~sell approximately 1,000 new Class 5 through 7 commercial vehicles in Canada in~~ 2025.

We expect to sell approximately 2,600 to 2800 light-duty vehicles and approximately 6,500 used commercial vehicles in 2025, and we expect lease and rental revenue to increase approximately 4.5% during 2025, compared to 2024.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, despite a difficult operating environment, we achieved a slight increase in revenue during the third quarter of 2025, compared to the third quarter of 2024. We believe that our Aftermarket Products and Services revenues will remain flat to slightly down in the fourth quarter, compared to the third quarter of 2025.

Critical Accounting Estimates

The preparation of our interim unaudited consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities in our interim unaudited consolidated financial statements and accompanying notes. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates, judgments and assumptions on an ongoing basis, and while we believe that our estimates, judgments and assumptions are reasonable, they are based upon information available at the time. Actual results might differ from these estimates under different assumptions or conditions.

Our significant accounting policies are discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, 2025. There were no material changes to our significant accounting policies.

Results of Operations

The following discussion and analysis ~~includes~~include our historical results of operations for the three months ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026, and ~~2024~~2025.

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The following table sets forth certain financial data as a percentage of total revenues for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Revenue
New and used commercial vehicle sales		6056.37	%		61.31	%		~~61.1~~	%		~~61.9~~	%
Aftermarket products and services sales		3437.2			33.4			~~33.5~~			~~33.0~~
Lease and rental sales		5.05			4.79			~~4.8~~			~~4.5~~
Finance and insurance		0.3			0.3			~~0.3~~			~~0.3~~
Other		0.23			0.3			~~0.3~~			~~0.3~~
Total revenues		100.0			100.0			~~100.0~~			~~100.0~~
Cost of products sold		8079.16			80.07			~~80.4~~			~~80.0~~
Gross profit	1920.94			2019.03			~~19.6~~			~~20.0~~
Selling, general and administrative		1314.64			1213.64			~~13.4~~			~~13.0~~
Depreciation and amortization		1.01			1.0.9			~~0.9~~			~~0.9~~
Gain on sale of assets		0.0			0.0			~~0.0~~			~~0.0~~
Operating income		54.39			65.40			~~5.3~~			~~6.1~~
Other income		0.0			0.0			~~0.0~~			~~0.0~~
Interest expense, net		0.64			0.97			~~0.7~~			~~0.9~~
Income before income taxes		4.75			54.53			~~4.7~~			~~5.2~~
Provision for income taxes		10.18			1.30			~~1.1~~			~~1.2~~
Net income		3.67			43.23			~~3.6~~			~~4.0~~
Net income attributable to noncontrolling interest		0.1			0.0			~~0.0~~			~~0.0~~
Net income attributable to Rush Enterprises, Inc.		3.56	%		43.23	%		~~3.6~~	%		~~4.0~~	%

The following table sets forth for the periods indicated the percent of gross profit by revenue source:

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Gross Profit:
New and used commercial vehicle sales		2623.7	%		2928.0	%		~~27.4~~	%		~~29.9~~	%
Aftermarket products and services sales		6366.71			61.59			~~62.8~~			~~60.7~~
Lease and rental		67.94			6.7.1			~~7.0~~			~~6.4~~
Finance and insurance		1.56			1.5			~~1.5~~			~~1.5~~
Other		1.2			1.35			~~1.3~~			~~1.5~~
Total gross profit		100.0	%		100.0	%		~~100.0~~	%		~~100.0~~	%

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The following table sets forth the unit sales and revenues for new heavy-duty, new medium-duty, new light-duty and used commercial vehicles and our absorption ratio (revenue in millions):

	Three Months Ended									~~Nine Months Ended~~
	September 30,									September 30,
	March 31,
	2025			2024			% Change			2025			2024			% Change
	2026			2025			% Change
Vehicle unit sales:
New heavy-duty vehicles		3,~~215~~035			3,~~604~~222			(105.8	)%		~~9,696~~			~~11,226~~			~~(13.6~~	)%
New medium-duty vehicles		32,~~427~~169			3,~~379~~329			1(34.48	%)		~~10,559~~			~~10,401~~			~~1.5~~	%
New light-duty vehicles		~~858~~516			~~574~~470			499.58	%		~~2,031~~			~~1,567~~			~~29.6~~	%
Total new vehicle unit sales		75,~~500~~720			7,~~557~~021			(018.85	)%		~~22,286~~			~~23,194~~			~~(3.9~~	)%
Used vehicles		1,~~814~~865			1,~~829~~769			(05.84	)%		~~5,298~~			~~5,370~~			~~(1.3~~	)%
Vehicle revenue:
Vehicle revenues:
New heavy-duty vehicles	$	~~591~~550.85		$	~~677~~625.98			(12.70	)%	$	~~1,849.8~~			~~2,133.4~~			~~(13.3~~	)%
New medium-duty vehicles		~~393~~270.83			~~361~~378.84			8(28.86	%)		~~1,185.9~~			~~1,084.3~~			~~9.4~~	%
New light-duty vehicles		4932.63			3329.53			4810.02	%		~~121.5~~			~~93.8~~			~~29.5~~	%
Total new vehicle revenue	$	~~1,035~~853.21		$	1,~~073~~033.24			(317.5	)%	$	~~3,157.2~~		$	~~3,311.5~~			~~(4.7~~	)%
Used vehicle revenue	$	95.37		$	8190.38			175.24	%	$	~~281.1~~		$	~~249.7~~			~~12.6~~	%
Other vehicle revenue(1)	$	4.3		$	9.2			(52.6	)%	$	18.8		$	17.0			(10.5	)%
Other vehicle revenues:(1)	$	6.3		$	6.5			(2.6	)
Dealership absorption ratio:		129.3	%		132.6	%		(2.5	)%		131.1	%		132.0	%		(0.7	)%
Absorption ratio:		126.9	%		128.6	%		(1.3	)

(1) Includes sales of truck bodies, trailers and other new equipment.

Key Performance Indicator

Absorption Ratio

Management uses several performance metrics to evaluate the performance of our commercial vehicle dealerships and considers Rush Truck Centers’ “absorption ratio” to be of critical importance. Our absorption ratio is calculated by dividing the gross profit from our Aftermarket Products and Services departments by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used commercial vehicle departments and carrying costs of new and used commercial vehicle inventory. When 100% absorption is achieved, all of the gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit. Our commercial vehicle dealerships achieved a ~~129~~126.39% absorption ratio for the ~~third~~first quarter of ~~2025~~2026, compared to a ~~132~~128.6% absorption ratio for the ~~third~~first quarter of ~~2024~~2025.

Three Months Ended ~~September~~March 3031, ~~2025~~2026 Compared to Three Months Ended ~~September~~March 3031, ~~2024~~2025

Revenues

Total revenues decreased $15166.46 million, or 09.80%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. This decrease was primarily the result of decreased ~~new~~sales ~~Class~~of 8new ~~truck~~commercial ~~sales~~vehicles due to ~~continued~~ weak demand from ~~over-the-road~~most ~~customers~~customer segments.

Our Aftermarket Products and Services revenues totaled $~~642~~627.72 million in the ~~third~~first quarter of ~~2025~~2026, up 1.53% from the ~~third~~first quarter of ~~2024~~2025. ~~This~~The ~~growth~~increase in Aftermarket Parts and Services revenues was primarily ~~driven~~related byto the successful execution of certain strategic initiatives and anincreased ~~increase in~~ parts pricing.

Revenues from sales of new and used commercial vehicles decreased $28175.46 million, or 215.45%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. ~~This~~ The decrease in new and used commercial vehicle revenues was primarily the result of ~~reduced~~continued weak demand ~~due~~from toover-the-road ~~challenging market conditions~~ and ~~regulatory~~medium-duty ~~uncertainty~~customers.

We sold 3,~~215~~035 new Class 8 ~~vehicles~~trucks in the ~~United~~first ~~States during the third~~ quarter of ~~2025~~2026, a 105.8% decrease compared to 3,~~604~~222 new Class 8 trucks sold in the ~~third~~first quarter of ~~2024~~2025. We ~~sold~~The 95decrease in new Class 8 ~~heavy-duty~~truck ~~trucks~~sales inwas ~~the~~primarily ~~third~~related ~~quarter~~to ofcontinued ~~2025~~weak indemand ~~Canada,~~from aover-the-road 5customers.0% ~~decrease~~New ~~compared~~U.S. toClass ~~100~~8 ~~new~~retail ~~Class~~truck 8sales ~~heavy-duty~~totaled ~~trucks~~41,023 units in the ~~third~~first quarter of ~~2024.~~2026, ~~This~~a decrease ~~was~~of ~~primarily~~21.0% compared to the ~~result~~first quarter of ~~reduced~~2025, ~~demand~~according ~~due~~ to ~~challenging~~ACT ~~market conditions and regulatory uncertainty~~Research.

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We sold 32,~~427~~169 new Class 4 through 7 medium-duty commercial vehicles ~~in the United States~~, including ~~660~~335 buses, ~~during~~in the ~~third~~first quarter of ~~2025~~2026, a 134.48% ~~increase~~decrease compared to 3,~~379~~329 new medium-duty commercial vehicles, including ~~258~~310 buses, in the ~~third~~first quarter of ~~2024. We sold 448 Class 5 through 7 medium-duty commercial vehicles, including 291 buses, in the third quarter of~~ 2025 ~~in Canada, a 239~~.~~4% increase compared to 132 new Class 5 through 7 commercial vehicles in the third quarter of 2024.~~ The ~~slight~~decrease ~~increase~~ in new Class 4 through 7 commercial vehicle sales ~~in the United States~~ was primarily athe result of ~~consistent~~weak demand ~~and~~from ~~our~~most ~~ability~~customer segments, in addition to ~~meet~~the ~~customer~~timing ~~needs~~of ~~with~~deliveries ~~our~~and ~~bodied-up~~orders ~~inventory.~~from ~~The~~certain ~~increase~~of inour ~~new~~larger fleet customers. New U.S. Class 54 through 7 retail commercial vehicle sales intotaled ~~Canada~~49,079 ~~was~~units ~~primarily~~in the ~~result~~first quarter of ~~RTC~~2026, ~~Canda’s~~down ~~acquisition~~25.6% ofcompared ICto ~~Bus~~the ~~and~~first ~~Collins~~quarter ~~Bus~~of ~~franchises~~2025, inaccording ~~June~~to ACT ~~2025~~Research.

We sold ~~858~~516 light-duty vehicles in the ~~third~~first quarter of ~~2025~~2026, a 499.58% increase compared to ~~574~~470 light-duty vehicles sold in the ~~third~~first quarter of ~~2024~~2025. We sold 1,~~814~~865 used commercial vehicles in the ~~third~~first quarter of ~~2025~~2026, a 05.84% ~~decrease~~increase compared to 1,~~829~~769 used commercial vehicles in the ~~third~~first quarter of ~~2024~~2025.

Commercial vehicle lease and rental revenues increased $4.2.0 million, or 42.72%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. ~~This~~ The increase in commercial vehicle lease and rental revenues was primarily due to ~~the~~an increase in~~-service~~ the delivery of new ~~vehicles~~leased ~~into the lease fleet~~vehicles, which was partially offset by ~~lower~~a ~~rental~~slight ~~fleet~~decrease in rental utilization.

Finance and insurance revenues ~~decreased~~increased $0.24 million, or 37.57%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. This ~~decrease~~increase is primarily due to the ~~decline~~mix inof ~~sales~~purchasers of ~~new~~commercial ~~Class~~vehicles. In 8general, ~~trucks~~larger ~~and~~fleet ~~tighter~~customers ~~lending~~usually ~~requirements~~arrange ~~from~~their ~~finance~~own ~~companies~~financing. We are more likely to provide financing to owner-operators and smaller fleet customers. Finance and insurance revenues have limited direct costs and, therefore, contribute a disproportionate share of our operating profits.

Gross Profit

Gross profit decreased $414.30 million, or 110.12%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024. Gross profit as a percentage of sales decreased to 19.9% in the third quarter of~~ 2025~~, from 20~~.0% ~~in the third quarter of 2024.~~ This decrease inis ~~gross profit as a percentage of sales was~~ primarily arelated ~~result~~to ofdecreased ademand ~~decrease~~for innew commercial ~~vehicle~~vehicles ~~margins,~~due ~~which~~to ~~was~~challenging ~~partially~~industry ~~offset~~conditions. byGross ~~an increase in aftermarket gross~~ profit ~~margins. Commercial vehicle sales, a lower margin revenue item, decreased~~ as a percentage of ~~total~~sales ~~revenues~~increased to 6020.34% in the ~~third~~first quarter of ~~2025~~2026, from 6119.3% in the ~~third~~first quarter of ~~2024. Aftermarket Products and Services revenues, a higher margin revenue item, increased as a percentage of total revenues to 34.2% in the third quarter of~~ 2025~~, from 33~~.~~4% in the third quarter of 2024. Although commercial vehicle sales typically carry lower gross margins, the volume of transactions has a material impact on overall gross profit.~~

Gross margins from our Aftermarket Products and Services operations increased to 3736.23% in the ~~third~~first quarter of ~~2025~~2026, from 3635.8% in the ~~third~~first quarter of ~~2024~~2025. Gross profit for the Aftermarket Products and Services departments increased to $~~238~~227.94 million in the ~~third~~first quarter of ~~2025~~2026, from $~~233~~221.13 million in the ~~third~~first quarter of ~~2024~~2025. This increase is primarily related to rebates received from certain parts manufacturers. Historically, gross margins on parts sales range from 28% to 30% and gross margins on service and collision center operations range from 66% to 68%. Gross profits from parts sales represented 5657.73% of total gross profit for Aftermarket Products and Services operations in the ~~third~~first quarter of ~~2025~~2026 and 5758.53% in the ~~third~~first quarter of ~~2024~~2025. Service and collision center operations represented 4342.37% of total gross profit for Aftermarket Products and Services operations in the ~~third~~first quarter of ~~2025~~2026 and 4241.57% in the ~~third~~first quarter of ~~2024~~2025. We expect blended gross margins on Aftermarket Products and Services operations to range from 3635.5% to 37.05% in ~~2025~~2026.

Gross margins on new Class 8 truck sales ~~remained~~decreased ~~flat~~to ~~at 9~~7.28% in the ~~third~~first quarter of ~~2025~~2026, ~~compared~~from to9.0% in the ~~third~~first quarter of ~~2024~~2025. ~~For~~This ~~2025~~decrease was primarily due to weak demand and a competitive pricing environment due to challenging industry conditions. In 2026, we expect overall gross margins from new ~~Class~~heavy-duty 8 truck sales of approximately 8.70% to 9.20%.

Gross margins on new Class 4 through 7 commercial vehicle sales ~~decreased~~increased to 8.18% in the ~~third~~first quarter of ~~2025~~2026, from 107.39% in the ~~third~~first quarter of ~~2024~~2025. ~~The~~ ~~decrease~~This inincrease ~~new Class 4 through 7 truck margins~~ was primarily due to ~~change~~the inmix ~~our~~of ~~product~~purchasers ~~sales~~during ~~mix~~the ~~and~~first ~~challenging~~quarter ~~market~~of ~~conditions~~2026. For ~~2025~~2026, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately 7.85% to 9.0%, but this will largely depend upon the mix of purchasers and types of vehicles sold.

Gross margins on used commercial vehicle sales decreased to 1012.91% in the ~~third~~first quarter of ~~2025~~2026, from 1814.04% in the ~~third~~first quarter of ~~2024~~2025. This decrease was primarily due to a change in ~~the~~sales mix ofbetween wholesale ~~versus~~and retail ~~sales~~. We expect margins on used commercial vehicles to range between 1012.0% and 1317.0% in 2026.

Gross margins from truck lease and rental sales decreased to 2827.27% in the ~~third~~first quarter of ~~2025~~2026, from 28.62% in the ~~third~~first quarter of ~~2024~~2025. We expect gross margins from lease and rental sales of approximately 27.0% to 29.0% during ~~2025~~2026. ~~This decrease was primarily due to a decrease in rental utilization.~~

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

2017

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Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses ~~increased~~decreased $166.72 million, or 122.65%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. This decrease was primarily a result of our ongoing efforts to control our operating expenses. SG&A expenses as a percentage of total revenues increased to 1314.64% in the ~~third~~first quarter of ~~2025~~2026, from 1213.64% in the ~~third~~first quarter of ~~2024~~2025. Annual SG&A expenses as a percentage of total revenues have ranged from approximately 12.4% to 14.4% over the last five years. In ~~the~~general, ~~third~~when ~~quarter~~new ofand ~~2025,~~used ~~the~~commercial ~~Company’s~~vehicle ~~SG&A~~revenues ~~expenses~~increase ~~were~~as ~~higher~~a ~~than~~percentage ~~normal,~~of ~~due~~total inrevenues, ~~part~~SG&A toexpenses ~~increased~~as ~~accruals~~a ~~with~~percentage ~~respect~~of tototal ~~pending~~revenues ~~litigation~~will ~~matters~~be ~~and~~at ~~recent~~the ~~increases~~lower inend ~~insurance~~of ~~retentions~~this range. For ~~2025~~2026, we expect SG&A expenses as a percentage of total revenues to range from 13.0% to 14.0%. For ~~2025~~2026, we expect the selling portion of SG&A expenses to be approximately 25.0% to 30.0% of new and used commercial vehicle gross profit.

Interest Expense, Net

Net interest expense decreased $56.95 million, or 3350.76%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. This decrease in interest expense is aprimarily the result of adecreased ~~decrease in our vehicle inventory levels, lower debt levels and lower~~ interest rates onand ~~our variable rate debt compared to the third quarter of 2024~~borrowings. We expect net interest expense in ~~2025~~2026 to decrease compared to ~~2024~~2025, but the amount of the decrease will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

Income before Income Taxes

As a result of the factors described above, income before income taxes decreased $153.42 million, or 144.90%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025.

Income Taxes

Income taxes decreased $34.7 2 million, or 1523.56%, in the ~~third~~first quarter of ~~2025~~2026, compared to the ~~third~~first quarter of ~~2024~~2025. We provided for taxes at aan 2218.92% effective rate in the ~~third~~first quarter of 2026 and 22.8% in the first quarter of 2025. The ~~compared~~first toquarter 23effective tax rate of 18.02% indiffers from the ~~third~~US statutory tax rate of 21% primarily due to the tax benefits recognized during the quarter that were associated with increased exercises of ~~2024~~stock options and the value of our Class A common stock at the time of such exercise. WeFor the year ending December 31, 2026, we expect our overall effective tax rate to berange ~~approximately~~from 2221.50% to 2423.0% ~~of pretax income in 2025~~.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Unless otherwise stated below, our variance explanations and future expectations with regard to the items discussed in this section are set forth in the discussion of the Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024.

Revenues

Total revenues decreased $132.9 million, or 2.3%, in the first nine months of 2025, compared to the first nine months of 2024.

Aftermarket Products and Services revenues decreased $11.7 million, or 0.6%, in the first nine months of 2025, compared to the first nine months of 2024.

Revenues from the sales of new and used commercial vehicles decreased $130.0 million, or 3.6%, in the first nine months of 2025, compared to the first nine months of 2024.

We sold 9,452 new Class 8 heavy-duty vehicles in the United States during the first nine months of 2025, a 13.2% decrease compared to 10,895 new Class 8 heavy-duty trucks in the first nine months of 2024. According to A.C.T. Research, new U.S. Class 8 truck sales decreased 10.0% in the first nine months of 2025, compared to the first nine months of 2024. We sold 244 new Class 8 heavy-duty trucks in the first nine months of 2025 in Canada, a 26.3% decrease compared to 331 new Class 8 heavy-duty trucks in the first nine months of 2024.

We sold 9,809 new Class 4 through 7 medium-duty commercial vehicles in the United States, including 1,038 buses, during the first nine months of 2025, a 6.3% increase compared to 10,076 new Class 4 through 7 medium-duty commercial vehicles, including 922 buses, in the first nine months of 2024. A.C.T. Research estimates that unit sales of new Class 4 through 7 commercial vehicles, including buses, in the U.S decreased 7.2% in the first nine months of 2025, compared to the first nine months of 2024. We sold 750 new Class 5 through 7 medium-duty commercial vehicles, including 291 buses, during the first nine months of 2025 in Canada, a 130.8% increase compared to 325 new Class 5 through 7 medium-duty commercial vehicles in the first nine months of 2024.

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We sold 2,031 new light-duty commercial vehicles during the first nine months of 2025, a 29.6% increase compared to 1,567 light-duty commercial vehicles in the first nine months of 2024. We sold 5,298 used commercial vehicles during the first nine months of 2025, a 1.3% decrease compared to 5,370 used commercial vehicles in the first nine months of 2024.

Truck lease and rental revenues increased $12.0 million, or 4.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Finance and insurance revenues decreased $0.8 million, or 4.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Gross Profit

Gross profit decreased $49.1 million, or 4.2%, in the first nine months of 2025, compared to the first nine months of 2024. Gross profit as a percentage of sales decreased to 19.6% in the first nine months of 2025, from 20.0% in the first nine months of 2024.

Gross margins from our Aftermarket Products and Services operations remained flat at 36.9% in the first nine months of 2025, compared to the first nine months of 2024. Gross profit for the Aftermarket Products and Services departments was $699.4 million in the first nine months of 2025, compared to $705.3 million in the first nine months of 2024. Gross profits from parts sales represented 59.1% of total gross profit for Aftermarket Products and Services operations in the first nine months of 2025 and 57.9% in the first nine months of 2024. Service and collision center operations represented 40.9% of total gross profit for Aftermarket Products and Services operations in the first nine months of 2025 and 42.1% in the first nine months of 2024.

Gross margins on new Class 8 truck sales decreased to 8.9% in the first nine months of 2025, from 9.1% in the first nine months of 2024.

Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales decreased to 7.8% in the first nine months of 2025, from 9.3% in the first nine months of 2024.

Gross margins on used commercial vehicle sales decreased to 14.1% in the first nine months of 2025, from 19.7% in the first nine months of 2024.

Gross margins from truck lease and rental sales remained flat at 28.2% in the first nine months of 2025, compared to the first nine months of 2024.

Selling, General and Administrative Expenses

SG&A expenses increased $2.4 million, or 0.3%, in the first nine months of 2025, compared to the first nine months of 2024. SG&A expenses equaled 13.4% of total revenue in the first nine months of 2025, compared to 13.0% in the first nine months of 2024.

Interest Expense, Net

Net interest expense decreased $17.8 million, or 32.3%, in the first nine months of 2025, compared to the first nine months of 2024.

Income before Income Taxes

Income before income taxes decreased $37.6 million, or 12.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Provision for Income Taxes

Income taxes decreased $9.2 million in the first nine months of 2025, compared to the first nine months of 2024. We provided for taxes at a 23.6% rate in the first nine months of 2025 and a 23.0% rate in the first nine months of 2024.

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Liquidity and Capital Resources

Our short-term cash requirements are primarily for working capital, inventory financing, the renovation and expansion of existing facilities and the construction or purchase of new facilities. Historically, these cash requirements have been met through the retention of profits, borrowings under our floor plan arrangements and bank financings. As of ~~September~~March 3031, ~~2025~~2026, we had working capital of approximately $~~600~~672.84 million, including $~~242~~239.07 million in cash, available to fund our operations. We believe that these funds, together with expected cash flows from operations, are sufficient to meet our operating requirements for at least the next twelve months. From time to time, we utilize our excess cash on hand to pay down our outstanding borrowings under various credit agreements.

We continually evaluate our liquidity and capital resources based upon: (i) our cash, cash equivalents and restricted cash on hand; (ii) the funds that we expect to generate through future operations; (iii) current and expected borrowing availability under our secured line of credit, working capital lines of credit available under certain of our credit agreements and our floor plan credit agreements; and (iv) the potential impact of our capital allocation strategy and any contemplated or pending future transactions, including, but not limited to, acquisitions, equity repurchases, dividends, or other capital expenditures. We believe we will have sufficient liquidity to meet our debt service and working capital requirements, commitments and contingencies, debt repayments, acquisitions, capital expenditures and any operating requirements for at least the next twelve months.

We have a secured line of credit that provides for a maximum borrowing of $25.0 million. There were no advances outstanding under this secured line of credit on ~~September~~March 3031, ~~2025~~2026, however, $18.7 million was pledged to secure various letters of credit related to self-insurance products, leaving $6.3 million available for future borrowings as of ~~September~~March 3031, ~~2025~~2026.

~~Certain~~Our offloor ~~our~~plan ~~long-term~~credit ~~debt~~agreement with BMO Bank, ~~floor~~N.A. ~~plan~~(“BMO ~~financing~~Bank”), ~~agreements~~and the lenders signatory thereto and our credit agreement with Wells Fargo Bank, National Association (“WF”) require us to satisfy various financial ratios such as the leverage ratio, the asset coverage ratio and the fixed charge coverage ratio. As of ~~September~~March 3031, ~~2025~~2026, we were in compliance with all debt covenants related to ~~debt secured by lease and rental units,~~ our floor plan credit ~~agreements~~agreement with BMO Bank and ~~the~~our credit agreement with WF. We do not anticipate any breach of these covenants in the foreseeable future.

We expect to purchase or lease commercial vehicles worth approximately $~~275~~225.0 million to $~~325~~275.0 million for our leasing operations during ~~2025~~2026, depending on customer demand. We also expect to make capital expenditures for the purchase of recurring items such as computers, shop tools and equipment and company vehicles of approximately $35.0 million to $40.0 million during ~~2025~~2026.

During the third quarter of 2025, we paid a cash dividend of $14.8 million. Additionally, on October 29, 2025, our Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B common stock, to be paid on December 12, 2025, to all shareholders of record as of November 12, 2025. We expect to continue paying cash dividends on a quarterly basis. However, there is no assurance as to future dividends because the declaration and payment of such dividends is subject to the business judgment of our Board of Directors and will depend on historic and projected earnings, capital requirements, covenant compliance and financial conditions and such other factors as our Board of Directors deem relevant.18

On December 2, 2024, we announced that our Board of Directors approved a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock. In connection with the adoption of the new stock repurchase plan, we terminated the prior stock repurchase plan, which was scheduled to expire on December 31, 2024. On May 29, 2025, we announced an increase of $50 million to the existing stock repurchase program authorizing us to repurchase, from time to time, up to an aggregate of $200 million of our shares of common stock. Repurchases, if any, will be made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors, including those related to the ownership requirements of our dealership agreements with Peterbilt. As of September 30, 2025, we had repurchased $130.6 million of our shares of common stock under the current stock repurchase program, excluding federal excise tax. The current stock repurchase program expires on December 31, 2025, and may be suspended or discontinued at any time.

The Inflation Reduction Act of 2022 imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. We have reflected the applicable excise tax in treasury stock as part of the cost basis of the stock repurchased.

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows. We have the ability to fund the construction or purchase of new facilities through our operating cash flows or by financing.

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WeDuring ~~are~~the ~~currently~~first ~~under~~quarter ~~contract~~of to2026, ~~construct~~we paid a ~~new~~cash ~~facility~~dividend of $14.7 million. Additionally, on ~~the~~April ~~land~~27, ~~adjacent~~2026, our Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B common stock, to ~~our~~be ~~current~~paid ~~location~~on inJune ~~Huntley~~10, IL2026, ~~with~~to aall ~~current~~shareholders ~~budget~~of record as of May 12, 2026. The total dividend disbursement is estimated at approximately $2314.87 million. We ~~will~~expect to continue paying cash dividends on a quarterly basis. However, there is no assurance as to ~~purchase~~future ~~vehicles~~dividends ~~for~~because the declaration and payment of such dividends is subject to the business judgment of our ~~lease~~Board of Directors and ~~rental~~will ~~operations~~depend on historic and ~~authorize~~projected earnings, capital ~~expenditures~~requirements, ~~for~~covenant ~~the~~compliance ~~improvement~~and orfinancial ~~expansion~~conditions ofand such other factors as our ~~existing~~Board ~~dealership~~of ~~facilities~~Directors deem relevant.

On December 3, 2025, we announced that our Board of Directors approved a new stock repurchase program authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock. In connection with the adoption of the new stock repurchase plan, we terminated the prior stock repurchase plan, which was scheduled to expire on December 31, 2025. Repurchases, if any, are made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws. The actual timing, number of shares and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The current stock repurchase program expires on December 31, 2026, and may be suspended or discontinued at any time.

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows. We can fund the construction or purchase of new facilities through our operating cash flows or by financing.

We are currently under contract to construct a new facility in Conroe, Texas with a current budget of $20.0 million. We signed a purchase agreement to acquire certain assets of Peterbilt of Louisiana, which will include real estate and several Peterbilt commercial vehicle franchises in Louisiana and Mississippi, along with commercial vehicle and parts inventory. We expect the purchase price to be $35.0 million, plus the value of the inventory on the closing date, with the purchase price paid in cash. We will continue to purchase vehicles for our lease and rental operations and authorize capital expenditures for the improvement or expansion of our existing dealership facilities and construction or purchase of new facilities based on market opportunities.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):

	Nine Months Ended September 30,
	Three months Ended March 31,
	2025			2024
	2026			2025
Net cash provided by (used in):
Operating activities	$	~~748~~60,~~945~~401		$	~~227~~154,~~268~~198
Investing activities		(~~330~~60,~~217~~636	)		(~~305~~97,~~828~~173	)
Financing activities		~~(404~~27,~~945~~314	)		79(56,~~928~~422	)
Net (decrease) increase in cash	$	13,783		$	1,368
Effect of exchange rate changes on cash		(70	)		(15	)
Net (decrease) increase in cash	$	27,079		$	603

Cash Flows from Operating Activities

Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. During the first ~~nine~~quarter ~~months~~ of ~~2025~~2026, operating activities resulted in net cash provided by operations of $~~748~~60.94 million. Net cash provided by operating activities primarily consisted of $~~201~~61.37 million in net income, asstock-based ~~well~~compensation asof ~~non-cash~~$14.5 ~~adjustments~~million, ~~related~~cash toused ~~depreciation~~in ~~and~~floor ~~amortization~~plan financing of $~~188~~36.42 million, ~~stock-based~~provision ~~compensation~~for deferred income tax of $264.83 million ~~and~~as well as non-cash ~~inflows~~adjustments ~~for~~related ~~deferred~~to ~~income~~depreciation ~~tax~~and ~~expense~~amortization of $1964.36 million. Cash ~~provided~~used by operating activities included an aggregate of $~~314~~48.5 million net ~~changes~~change in operating assets and liabilities. Included in the net change in operating assets and liabilities were cash inflows of $3689.35 million from the increase in accounts payable, $~~82.~~6.2 million from the decrease in accounts receivable and $~~206~~9.52 million from the ~~decrease~~increase in ~~inventories~~other current assets, which ~~were~~was offset primarily by cash outflows of $1885.35 million from the increase in ~~other assets~~inventories, $825.06 million from the decrease in customer deposits and $1542.43 million from the ~~increase~~decrease in accrued expenses. Most of our commercial vehicle inventory is financed through our floor plan credit agreements~~, though we may pay cash for certain of our commercial vehicle inventory from time-to-time depending on market conditions~~.

During the first nine months of 2024, operating activities resulted in net cash provided by operations of $227.3 million. Net cash provided by operating activities primarily consisted of $229.7 million in net income, as well as non-cash adjustments related to depreciation and amortization of $175.5 million, gain on sale of property and equipment of $0.7 million, stock-based compensation of $24.9 million and the benefit for deferred income tax expense of $11.1 million. Cash used by operating activities included an aggregate of $212.7 million net changes in operating assets and liabilities. Included in the net change in operating assets and liabilities were cash inflows of $11.6 million from the increase in accounts payable, which was offset primarily by cash outflows of $108.1 million from the increase in inventories, $30.5 million from the increase in accounts receivable, $58.2 million from the decrease in customer deposits and $22.3 million from the decrease in accrued expenses.19

Cash Flows from Investing Activities

During the first nine months of 2025, cash used in investing activities was $330.2 million. Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment and the acquisition of new businesses. See Note 12 of the Notes to Consolidated Financial Statements for a detailed discussion of the business acquisitions. Acquisition of property and equipment totaled $318.8 million during the first nine months of 2025 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $261.3 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first nine months of 2024, cash used in investing activities was $305.8 million. Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment and the acquisition of new businesses. See Note 12 of the Notes to Consolidated Financial Statements for a detailed discussion of the business acquisitions. Acquisition of property and equipment totaled $304.2 million during the first nine months of 2025 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $223.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

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Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital. During the first quarter of 2025, operating activities resulted in net cash provided by operations of $153.5 million. Net cash provided by operating activities primarily consisted of $60.6 million in net income, as well as non-cash adjustments related to depreciation and amortization of $61.5 million, and stock-based compensation of $13.7 million. Cash used by operating activities included an aggregate of $16.6 million net change in operating assets and liabilities. Included in the net change in operating assets and liabilities were cash inflows of $75.4 million from the increase in accounts payable and $50.3 million from the decrease in accounts receivable, which was offset primarily by cash outflows of $77.0 million from the increase in inventories, $12.6 million from the decrease in customer deposits and $19.6 million from the decrease in accrued expenses. Most of our commercial vehicle inventory is financed through our floor plan credit agreements.

Cash Flows from Investing Activities

During the first quarter of 2026, cash used in investing activities was $60.6 million. Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment. Acquisition of property and equipment totaled $66.0 million during the first three months of 2026 and consisted of purchases of machinery and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $48.2 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first quarter of 2025, cash used in investing activities was $97.2 million. Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment. Acquisition of property and equipment totaled $109.1 million during the first three months of 2025 and consisted of purchases of machinery and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $94.0 million for purchases of rental and lease vehicles for our rental and leasing operations.

Cash Flows from Financing Activities

Cash flows from financing activities include borrowings and repayments of long-term debt and net proceeds of floor plan notes payable, non-trade. During the first ~~nine~~quarter ~~months~~ of ~~2025~~2026, financing activities resulted in net cash ~~used~~provided ~~in financing activities~~ of $~~404~~27.93 million, primarily related to $~~838~~38.78 million from net draws on non-trade floor plan notes payable, $14.6 million from borrowings of long-term debt and $15.09 million from the issuance of shares related to equity compensation plans. These cash inflows were offset by cash outflows of $9117.62 million ~~from net draws on floor plan notes payable, non-trade, $997.5 million~~ used for principal repayments of long-term debt and finance lease obligations, $~~124~~9.45 million ~~used~~ for ~~repurchases of common stock, $1.4 million for~~ taxes paid related to net share settlement of equity awards and $4315.73 million used for payment of cash dividends.

Cash flows from financing activities include borrowings and repayments of long-term debt and net proceeds of floor plan notes payable, non-trade. During the first ~~nine~~quarter ~~months~~ of ~~2024~~2025, financing activities resulted in net cash ~~provided~~used byin financing activities of $7956.94 million, primarily related to $~~146~~288.04 million from ~~net draws on floor plan notes payable, non-trade, $1,621.3 million from~~ borrowings of long-term debt and $206.2 million from the issuance of shares related to equity compensation plans. These cash inflows were offset by cash outflows of $10.6 million from net draws on floor plan notes payable,~~634~~ non-trade, $293.52 million used for principal repayments of long-term debt and ~~capital~~finance lease obligations, $929.86 million used for repurchases of common stock, $9.54 million for taxes paid related to net share settlement of equity awards and $4114.24 million used for payment of cash dividends.

On September 14, 2021, we entered into a credit agreement with WF, ~~with~~ the lenders signatory thereto (the “WF Lenders”) and WF as administrative agent (the “WF Credit Agreement”). Pursuant to the terms of the WF Credit Agreement (as amended), the WF Lenders have agreed to make up to $175.0 million of revolving credit loans for certain of our capital expenditures, including commercial vehicle purchases for our Idealease leasing and rental fleet, and general working capital needs. We ~~expect to~~ use the revolving credit loans available under the WF Credit Agreement primarily for the purpose of purchasing commercial vehicles for our Idealease lease and rental fleet. We may borrow, repay and reborrow amounts pursuant to the WF Credit Agreement from time to time until the maturity date. Borrowings under the WF Credit Agreement bear interest per annum, payable on each interest payment date, as defined in the WF Credit Agreement, at (A) the daily Secured Overnight Financing Rate (“SOFR”) plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or after the SOFR transition date, SOFR plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio. ~~Effective~~The ~~September 30, 2025, the~~ WF Credit Agreement ~~was~~expires ~~amended~~on ~~to, amongst other things, extend the expiration date to~~ September 30, 2028, although, upon the occurrence and during the continuance of an event of default, the agent has the right to, or upon the request of the required lenders must, terminate the commitments and declare all outstanding principal and interest due and payable. We may terminate the commitments at any time. On ~~September~~March 3031, ~~2025~~2026, we had approximately $120.3 million outstanding under the WF Credit Agreement.

On November 1, 2023, we entered into that certain Second Amended and Restated Inventory Financing and Purchase Money Security Agreement with PACCAR Leasing Company (“PLC”), a division of Paccar Financing Corp. (“PFC”) (the “PLC Agreement”). Pursuant to the terms of the PLC Agreement (as amended), PLC agreed to make up to $500.0 million of revolving credit loans to finance certain of our capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through our PacLease franchises. We may borrow, repay and reborrow amounts pursuant to the PLC Agreement from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the borrowing base. In addition, we must maintain a minimum balance of $220.0 million or we are subject to an unused commitment fee 0.20% of the amount by which the average daily outstanding principal balance of the loan during such quarter is less than $220.0 million. Advances under the PLC Agreement bear interest per annum, payable on the fifth day of the following month, at our option, at either (A) the prime rate, minus 2.10%, provided that the floating rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be determined between us and PLC in each instance of borrowing at a fixed rate. The PLC Agreement expires on December 16, 2029, although either party has the right to terminate the PLC Agreement at any time upon 360 days written notice. On ~~September~~March 3031, ~~2025~~2026, we had approximately $220.0 million outstanding under the PLC Agreement.

On May 31, 2022, RTC Canada entered into that certain BMO Revolving Lease and Rental Credit Agreement (the “RTC Canada Revolving Credit Agreement”) with Bank of Montreal (“BMO”). Pursuant to the terms of the RTC Canada Revolving Credit Agreement (as amended), BMO agreed to make up to $120.0 million CAD of revolving credit loans to finance certain of RTC Canada’s capital expenditures, including commercial vehicle purchases and other equipment to be leased or rented through RTC Canada’s Idealease franchise, with an additional $20.0 million CAD available upon the request of RTC Canada and consent of BMO. Borrowings under the RTC Canada Revolving Credit Agreement bear interest per annum payable monthly at Canadian Overnight Repo Rate Average (“CORRA”), plus 1.72%. The RTC Canada Revolving Credit Agreement expires on September 14, 2026. On September 30, 2025, we had approximately $53.9 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

Most of our commercial vehicle purchases are made on terms requiring payment to the manufacturer within 15 to 60 days or less from the date the commercial vehicles are invoiced from the factory. Navistar Financial Corporation and Peterbilt offer trade terms that provide an interest-free inventory stocking period for certain new commercial vehicles. This interest-free period is 15 to 60 days. If the commercial vehicle is not sold within the interest-free period, we may finance the commercial vehicle under the credit agreements described below.

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On ~~December~~May 1631, ~~2024~~2022, weRTC Canada entered into ~~the~~that ~~Inventory~~certain ~~Financing~~BMO ~~and~~Revolving ~~Purchase~~Lease ~~Money~~and ~~Security~~Rental Credit Agreement (the “~~PFC~~RTC ~~Floor~~Canada ~~Plan~~Revolving Credit Agreement”) with ~~PFC.~~Bank ~~The~~of ~~PFC~~Montreal ~~Floor~~(“BMO”). ~~Plan~~Pursuant ~~Credit~~to ~~Agreement~~the ~~includes~~terms ~~an aggregate loan commitment~~ of ~~$800.0~~the ~~million~~RTC ~~for~~Canada ~~the~~Revolving ~~financing~~Credit ofAgreement ~~new~~(as ~~Peterbilt trucks~~amended), ~~tractors,~~BMO ~~chassis~~agreed ~~and~~to ~~other~~make ~~related~~up ~~equipment~~to ~~manufactured~~$120.0 bymillion ~~Peterbilt.~~CAD ~~Borrowings~~of ~~under~~revolving ~~the~~credit ~~PFC~~loans ~~Floor~~to ~~Plan~~finance ~~Credit~~certain ~~Agreement~~of ~~bear~~RTC ~~interest~~Canada’s ~~per~~capital ~~annum~~expenditures, ~~payable~~including oncommercial ~~the~~vehicle ~~fifth~~purchases ~~day~~and ofother ~~the~~equipment ~~following~~to ~~month,~~be atleased ~~our~~or ~~option,~~rented atthrough ~~either~~RTC ~~(A)~~Canada’s ~~the~~Idealease ~~prime rate~~franchise, ~~minus~~with 2an additional $20.~~10%,~~0 ~~provided~~million ~~that~~CAD ~~the~~available ~~floating~~upon ~~rate~~the request of ~~interest~~RTC isCanada ~~subject~~and toconsent aof ~~floor~~BMO. ofBorrowings ~~0%,~~under orthe ~~(B)~~RTC aCanada ~~fixed~~Revolving ~~rate,~~Credit toAgreement bebear ~~determined~~interest ~~between~~per usannum ~~and~~payable ~~PFC~~monthly inat ~~each~~Canadian ~~instance~~Overnight ofRepo ~~borrowing~~Rate atAverage a(“CORRA”), ~~fixed~~plus ~~rate~~1.72%. The ~~PFC~~RTC ~~Floor~~Canada ~~Plan~~Revolving Credit Agreement expires on ~~December~~September 1614, ~~2029, although either party has the right to terminate the PFC Floor Plan Credit Agreement at any time upon 360 days written notice~~2026. On ~~September~~March 3031, ~~2025~~2026, we had approximately $~~480~~47.09 million CAD outstanding under the ~~PFC~~RTC ~~Floor~~Canada ~~Plan~~Revolving Credit Agreement. ~~Pursuant to a written agreement with Peterbilt, we pay Peterbilt directly for inventory financed pursuant to the PFC Floor Plan Credit Agreement.~~

OnThe ~~September 14, 2021, we entered into the Fifth Amended and Restate Credit Agreement (the “BMO Floor Plan Credit Agreement”) (as amended) with BMO Bank and the lenders signatory thereto~~$47.9 ~~This~~million ~~agreement~~CAD ~~previously~~outstanding ~~had~~revolving ancredit ~~aggregate~~loans ~~loan~~pursuant ~~commitment of $1.0 billion, which we utilized~~ to ~~finance~~terms ~~all~~ of ~~our new and used commercial vehicle inventory in~~ the ~~United~~RTC ~~States~~Canada ~~until~~Revolving ~~we entered into the PFC Floor Plan~~ Credit Agreement. Onmaturing ~~December~~on ~~12,~~September ~~2024~~16, ~~we entered into an amendment of the BMO Floor Plan Credit Agreement. Pursuant to the terms of the amendment~~2026, ~~the~~have ~~aggregate~~been ~~loan~~classified ~~commitment~~as ~~was~~long-term ~~reduced~~debt ~~from~~under ~~$1.0 billion to $675.0 million and~~ the ~~definition~~assumption ofthat ~~“Inventory” was amended to remove trucks, tractors and chassis manufactured by Peterbilt. We utilize~~ the ~~BMO~~Company’s ~~Floor~~WF ~~Plan~~ Credit Agreement to(as ~~finance~~amended) ~~all~~could ofbe ~~our~~used ~~new~~to ~~commercial~~refinance ~~vehicle~~this ~~inventory~~debt, ~~except~~if ~~for equipment manufactured by Peterbilt, and all of our used commercial vehicle inventory and for working capital purposes~~required. ~~Borrowings~~On ~~under~~March ~~the BMO Floor Plan Credit Agreement bear interest per annum~~31, ~~payable monthly~~2026, ~~at (A)~~ the ~~greater~~Company ofhad ~~(i)~~$154.7 ~~zero~~million ~~and (ii) Term SOFR (as defined~~ in ~~the~~availability ~~agreement), plus (B) 1.20%. Borrowings~~ under the ~~BMO~~WF ~~Floor Plan~~ Credit Agreement ~~for the purchase of used inventory are limited to $150~~.0 ~~million~~The ~~and~~Company ~~loans~~intends ~~for working capital purposes are limited~~ to ~~$200.0~~refinance ~~million.~~the ~~The~~RTC ~~BMO~~Canada ~~Floor~~Revolving ~~Plan~~ Credit Agreement ~~expires~~in ~~on December 31, 2029, although BMO Bank has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions~~2026. ~~On September 30, 2025, we had approximately $317.9 million outstanding under the BMO Floor Plan Credit Agreement.~~

OnMost ~~July~~of ~~15,~~our ~~2022,~~commercial ~~RTC~~vehicle ~~Canada~~purchases ~~entered~~are ~~into~~made ~~that~~on ~~certain~~terms ~~Amended~~requiring ~~and~~payment ~~Restated BMO Wholesale Financing and Security Agreement (the “RTC Canada Floor Plan Credit Agreement”) with BMO. Pursuant~~ to the ~~terms~~manufacturer ofwithin ~~the~~15 ~~RTC Canada Floor Plan Credit Agreement (as amended), BMO originally agreed~~ to ~~make~~60 updays toor ~~$116.7~~less ~~million~~from ~~CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory. On June 13, 2025,~~ the ~~RTC~~date ~~Canada Floor Plan Credit Agreement was amended to increase~~ the ~~loan~~commercial ~~commitment~~vehicles ~~to $171.7 million CAD. Loans to purchase used vehicle inventory~~ are ~~limited~~invoiced tofrom ~~twenty percent (20%) of~~ the ~~credit limit available at such time~~factory. ~~RTC~~Navistar ~~Canada~~Financial ~~may~~Corporation ~~borrow, repay~~ and ~~reborrow~~Peterbilt ~~loans~~offer ~~from~~trade ~~time~~terms ~~to time until the maturity date, provided, however,~~ that ~~the~~provide ~~outstanding~~an ~~principal~~interest-free ~~amount~~inventory onstocking ~~any~~period ~~date~~for ~~shall~~certain ~~not exceed the credit limits set forth above with respect to~~ new ~~and~~commercial ~~used~~ vehicles. ~~Advances~~This ~~required to be made in CAD dollars under the RTC Canada Floor Plan Credit Agreement bear~~ interest-free ~~per~~period ~~annum,~~is ~~payable~~15 ~~monthly,~~to at60 ~~CORRA, plus 1~~days.~~27%.~~ ~~Advances~~If ~~required~~the tocommercial bevehicle ~~made~~is innot ~~USD~~sold ~~dollars~~within ~~bear~~the interest-free ~~per annum~~period, ~~payable monthly, at SOFR, plus 1.20%. The RTC Canada Floor Plan Credit Agreement expires on September 14, 2026. On September 30, 2025,~~ we ~~had~~finance ~~approximately~~the ~~$97.3~~commercial ~~million~~vehicle ~~CAD outstanding~~ under the ~~RTC~~credit ~~Canada~~agreements ~~Floor~~described ~~Plan Credit Agreement~~below.

On December 16, 2024, we entered into the Inventory Financing and Purchase Money Security Agreement (the “PFC Floor Plan Credit Agreement”) with PFC. The PFC Floor Plan Credit Agreement includes an aggregate loan commitment of $800.0 million for the financing of new Peterbilt trucks, tractors, chassis and other related equipment manufactured by Peterbilt. Borrowings under the PFC Floor Plan Credit Agreement bear interest per annum, payable on the fifth day of the following month, at our option, at either (A) the prime rate, minus 2.10%, provided that the floating rate of interest is subject to a floor of 0%, or (B) a fixed rate, to be determined between us and PFC in each instance of borrowing at a fixed rate. The PFC Floor Plan Credit Agreement expires on December 16, 2029, although either party has the right to terminate the PFC Floor Plan Credit Agreement at any time upon 360 days written notice. On March 31, 2026, we had approximately $343.8 million outstanding under the PFC Floor Plan Credit Agreement. Pursuant to a written agreement with Peterbilt, we pay Peterbilt directly for inventory financed pursuant to the PFC Floor Plan Credit Agreement.

On September 14, 2021, we entered into the Fifth Amended and Restate Credit Agreement (the “BMO Floor Plan Credit Agreement”) (as amended) with BMO Bank and the lenders signatory thereto. This agreement previously had an aggregate loan commitment of $1.0 billion, which we utilized to finance all of our new and used commercial vehicle inventory in the United States until we entered into the PFC Floor Plan Credit Agreement. On December 12, 2024, we entered into an amendment of the BMO Floor Plan Credit Agreement. Pursuant to the terms of the amendment, the aggregate loan commitment was reduced from $1.0 billion to $675.0 million and the definition of “Inventory” was amended to remove trucks, tractors and chassis manufactured by Peterbilt. We utilize the BMO Floor Plan Credit Agreement to finance all of our new commercial vehicle inventory, except for equipment manufactured by Peterbilt, and all of our used commercial vehicle inventory and for working capital purposes. Borrowings under the BMO Floor Plan Credit Agreement bear interest per annum, payable monthly, at (A) the greater of (i) zero and (ii) Term SOFR (as defined in the agreement), plus (B) 1.20%. Borrowings under the BMO Floor Plan Credit Agreement for the purchase of used inventory are limited to $150.0 million and loans for working capital purposes are limited to $200.0 million. The BMO Floor Plan Credit Agreement expires on December 31, 2029, although BMO Bank has the right to terminate at any time upon 360 days written notice and we may terminate at any time, subject to specified limited exceptions. On March 31, 2026, we had approximately $322.3 million outstanding under the BMO Floor Plan Credit Agreement.

On July 15, 2022, RTC Canada entered into that certain Amended and Restated BMO Wholesale Financing and Security Agreement (the “RTC Canada Floor Plan Credit Agreement”) with BMO. The RTC Canada Floor Plan Credit Agreement (as amended), includes an aggregate loan commitment of $171.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory. Loans to purchase used vehicle inventory are limited to twenty percent (20%) of the credit limit available at such time. RTC Canada may borrow, repay and reborrow loans from time to time until the maturity date, provided, however, that the outstanding principal amount on any date shall not exceed the credit limits set forth above with respect to new and used vehicles. Advances required to be made in CAD dollars under the RTC Canada Floor Plan Credit Agreement bear interest per annum, payable monthly, at CORRA, plus 1.27%. Advances required to be made in USD dollars bear interest per annum, payable monthly, at SOFR, plus 1.20%. The RTC Canada Floor Plan Credit Agreement expires on September 14, 2026. On March 31, 2026, we had approximately $120.5 million CAD outstanding under the RTC Canada Floor Plan Credit Agreement.

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The $47.9 million CAD outstanding revolving credit loans pursuant to terms of the RTC Canada Revolving Credit Agreement maturing on September 16, 2026, have been classified as long-term debt under the assumption that the Company’s WF Credit Agreement (as amended) could be used to refinance this debt, if required. On March 31, 2026, the Company had $154.7 million in availability under the WF Credit Agreement. The Company intends to refinance the RTC Canada Revolving Credit Agreement in 2026.

Backlog

On ~~September~~March 3031, ~~2025~~2026, our backlog of commercial vehicle orders was approximately $~~647~~1,463.68 million, compared to a backlog of commercial vehicle orders of approximately $1,~~332~~401.93 million on ~~September~~March 3031, ~~2024~~2025. The decrease in our backlog primarily reflects the difficult industry conditions caused by the ongoing freight recession and general economic uncertainty, in addition to uncertainty with respect to U.S. trade policy and engine emissions regulations, which continue to negatively impact demand for new commercial vehicles. Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each ~~particular~~ type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle. We include only confirmed orders in our backlog. However, such orders are subject to cancellation. In the event of order cancellation, we have no contractual right to the total revenues reflected in our backlog. The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the model ordered. We sell ~~the~~most ~~majority~~ of our new heavy-duty commercial vehicles by customer special order, and we sell the majority of our medium- and light-duty commercial vehicles out of inventory. Orders from several of our major fleet customers are included in our backlog as of ~~September~~March 3031, ~~2025~~2026, and we expect to fill most of our backlog orders during ~~2025~~2026, assuming that the manufacturers we represent can meet their current production schedule.

Seasonality

Our Truck Segment is moderately seasonal. Seasonal effects on new commercial vehicle sales related to the seasonal purchasing patterns of any single customer type are mitigated by the diverse geographic locations of our dealerships and our diverse customer base, including regional and national fleets, local and state governments, corporations, and owner-operators. However, Aftermarket Products and Services operations historically have experienced higher sales volumes in the second and third quarters.

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Cyclicality

Our business is dependent on a number of factors including general economic conditions, fuel prices, interest rate fluctuations, credit availability, environmental and other government regulations and customer business cycles. Unit sales of new commercial vehicles have historically been subject to substantial cyclical variation based on these general economic conditions. According to data published by A.C.T. Research, in the last ten years, total U.S. retail sales of new Class 8 commercial vehicles have ranged from a low of approximately ~~197~~196,000 in ~~2016~~2020, to a high of approximately 281,440 in 2019. Through geographic expansion, concentration on higher margin Aftermarket Products and Services and diversification of our customer base, we have attempted to reduce the negative impact of adverse general economic conditions or cyclical trends affecting the Class 8 commercial vehicle industry on our earnings.

Environmental Standards and Other Governmental Regulations

We are subject to federal, state, and local environmental laws and regulations governing the following: discharges into the air and water; the operation and removal of underground and aboveground storage tanks; the use, handling, storage and disposal of hazardous substances, petroleum and other materials; and the investigation and remediation of environmental impacts. As with commercial vehicle dealerships generally, and vehicle service, parts and collision center operations in particular, our business involves the generation, use, storage, handling and contracting for recycling or disposal of hazardous materials or wastes and other environmentally sensitive materials. We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations.

Our operations involving the use, handling, storage, and disposal of hazardous and nonhazardous materials are subject to the requirements of the federal Resource Conservation and Recovery Act, or RCRA, and comparable state ~~and provincial~~ statutes. Pursuant to these laws, federal ~~state~~ and ~~provincial~~state environmental agencies have established approved methods for handling, storage, treatment, transportation, and disposal of regulated substances with which we must comply. Our business also involves the operation and use of aboveground and underground storage tanks. These storage tanks are subject to periodic testing, containment, upgrading and removal under RCRA and comparable state statutes. Furthermore, investigation or remediation may be necessary in the event of leaks or other discharges from current or former underground or aboveground storage tanks.

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We may also have liability in connection with materials that were sent to third party recycling, treatment, or disposal facilities under the federal Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, and comparable state statutes. These statutes impose liability for investigation and remediation of environmental impacts without regard to fault or the legality of the conduct that contributed to the impacts. Responsible parties under these statutes may include the owner or operator of the site where impacts occurred and companies that disposed, or arranged for the disposal, of the hazardous substances released at these sites. These responsible parties also may be liable for damages to natural resources. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the release of hazardous substances or other materials into the environment.

The federal Clean Water Act and comparable state statutes require containment of potential discharges of oil or hazardous substances and require preparation of spill contingency plans. Water quality protection programs govern certain discharges from some of our operations. Similarly, the federal Clean Air Act and comparable state statutes regulate emissions of various air emissions through permitting programs and the imposition of standards and other requirements.

We do not believe that we currently have any material environmental liabilities or that compliance with environmental laws and regulations will have a material adverse effect on our results of operations, financial condition, or cash flows. However, soil and groundwater impacts are known to exist at some of our dealerships. Further, environmental laws and regulations are complex and subject to change. In addition, in connection with acquisitions, it is possible that we will assume or become subject to new or unforeseen environmental costs or liabilities, some of which may be material. In connection with our dispositions, or prior dispositions made by companies we acquire, we may retain exposure for environmental costs and liabilities, some of which may be material. Compliance with current or amended, or new or more stringent, laws or regulations, stricter interpretations of existing laws or the future discovery of environmental conditions could require additional expenditures by us, which could materially adversely affect our results of operations, financial condition, or cash flows. In addition, such laws could affect demand for the products that we sell.

27We are also subject to federal and state laws and regulations governing commercial vehicle engine emissions. Many of these laws and regulations are rapidly changing and subject to multiple legal challenges. The Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration on behalf of the U.S. Department of Transportation, previously issued rules associated with reducing greenhouse gas (“GHG”) and Nitrogen Oxide (“NOx”) emissions and improving the fuel efficiency of medium and heavy-duty trucks and buses. The California Air Resources Board (“CARB”) adopted its own rules and regulations intended to reduce NOx emissions and phase out the sale of internal combustion vehicles (“ICE”) over time. A group of seventeen U.S. states and the District of Columbia entered into a joint memorandum of understanding that adopted at least a portion of CARB’s emissions regulations and committed each of them to work together to advance and accelerate the market for electric Class 3 through 8 commercial vehicles. Six of the states are states where we operate new commercial vehicle dealerships: California, Colorado, Nevada, New Mexico, North Carolina, and Virginia.

Recently, the EPA announced that it was repealing its prior findings that GHG emissions endanger public human health and that vehicle emissions contribute to that endangerment (the “Endangerment Finding”). In connection with its repeal of the Endangerment Finding, the EPA also eliminated all GHG engine emission standards for vehicle model years 2012 and beyond. With respect to CARB’s rules and regulations, Congress recently rescinded the federal preemption waivers that the EPA previously granted. These waivers were the basis of CARB’s ability to enact its own engine emissions regulations. The EPA’s repeal of the Endangerment Finding and Congress’ rescission of CARB’s federal preemption waivers are subject to multiple legal challenges, and it is unclear when such challenges will be resolved.

One of the EPA’s engine emissions rules that we believe will become effective is referred to herein as the “EPA 2027 Low NOx” rule. This rule requires commercial vehicle engines to emit significantly less NOx than most such engines do today. The EPA 2027 Low Nox rule is expected to become effective in January 2027 with respect to the currently proposed emissions limits but is expected to be modified with respect to certain other provisions, such as reducing the required duration of manufacturers’ engine warranties.

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WeIf ~~are~~CARB ~~also~~were ~~subject~~ to ~~federal~~prevail ~~and~~in ~~state~~its ~~laws~~legal ~~and~~challenges ~~regulations~~against ~~governing~~Congress’ ~~commercial~~recission ~~vehicle~~of ~~engine~~the ~~emissions.~~EPA’s ~~The~~federal ~~Environmental~~preemption ~~Protection~~waivers, ~~Agency~~attaining ~~(“EPA”) and~~ the ~~National~~goals ~~Highway~~stated ~~Traffic~~by ~~Safety~~CARB ~~Administration~~and onthe ~~behalf~~signers of the ~~U.S.~~joint ~~Department~~memorandum ofwould ~~Transportation,~~likely ~~previously~~require ~~issued~~the ~~rules~~adoption ~~associated~~of ~~with~~new ~~reducing~~laws ~~greenhouse~~and ~~gas~~regulations, ~~(“GHG”)~~ and ~~Nitrogen~~we ~~Oxide~~cannot ~~(“NOx”)~~predict ~~emissions~~at ~~and~~this ~~improving~~time ~~the~~whether ~~fuel~~such ~~efficiency~~laws ofand ~~medium~~regulations ~~and~~would ~~heavy-duty~~have ~~trucks~~an ~~and~~adverse ~~buses.~~impact ~~One~~on ofour ~~these~~business. ~~rules,~~With ~~referred~~respect to ~~herein~~the aslegal challenges to the “EPA’s ~~2027~~repeal ~~Low~~of ~~NOx”~~the ~~rule~~Endangerment Finding, ~~requires~~we ~~commercial~~do ~~vehicle~~not ~~engines~~expect tothat ~~emit~~any ~~significantly~~successful ~~less~~challenge ~~NOx~~will ~~than~~result ~~most~~in ~~such~~the ~~engines~~prior doGHG ~~today,~~rules ~~beginning~~and inregulations ~~model~~becoming ~~year~~effective ~~2027.~~in Inthe ~~March~~near ~~2024~~term. However, if the EPA’s ~~issued~~policies anchange ~~additional~~in ~~rule~~the ~~associated~~future ~~with~~and ~~reducing~~a ~~GHG~~new ~~emissions~~endangerment ~~from~~finding ~~heavy-duty~~is ~~trucks~~issued ~~and~~with ~~buses~~respect ~~for~~to ~~model~~GHG ~~years~~emissions, ~~2027~~then ~~through 2032 (~~the ~~“GHG-3”~~EPA ~~rule).~~may ~~While~~create ~~the~~a ~~GHG-3~~new rule ~~claims~~similar to bethe ~~technology~~one ~~neutral,~~it created in ~~order~~2024, towhich ~~comply~~could ~~with~~require ~~the rule,~~ commercial vehicle engine manufacturers ~~would be required~~ to manufacture an increasing percentage of “zero-emission” vehicles over time, which would likely reduce the number of diesel ~~internal combustion engines (“~~ICE”) vehicles that ~~could~~would be manufactured over ~~that~~the ~~time~~relevant period. ~~Similarly,~~Additional ~~the~~EPA ~~California~~regulations, ~~Air~~or ~~Resources Board (“~~CARB”)’s ~~has~~ability ~~adopted~~to ~~rules~~enforce ~~and~~its existing regulations, ~~that~~could ~~are~~result ~~intended~~in toincreased ~~reduce~~compliance ~~NOx~~costs, ~~emissions~~additional ~~(the~~operating ~~“HD Omnibus” rule)~~restrictions, ~~phase~~or ~~out~~changes ~~the~~in ~~sale~~demand offor ~~ICE~~our ~~commercial~~products ~~vehicles~~and ~~over~~services, ~~time~~which bycould ~~requiring~~have a ~~certain~~material ~~percentage~~adverse ofeffect ~~each~~on ~~manufacturer’s~~our ~~commercial~~business, ~~vehicles~~financial ~~sold~~condition ~~within the state to be “zero-emission vehicles” (the “Advanced Clean Trucks” rule)~~ and ~~require~~results ~~fleets to purchase a certain number~~ of ~~“zero-emission vehicles” (the “Advanced Clean Fleet” rule)~~operations.

The EPA previously granted waivers to CARB with respect to the HD Omnibus and Advanced Clean Truck rules, each of which became effective in January 2024. CARB withdrew its request for a waiver from the EPA with respect to the Advanced Clean Fleet rule in January 2025. Further, in February 2025, the EPA asked Congress to review the previously granted waivers that CARB received with respect to the HD Omnibus and Advanced Clean Truck rules. Congress voted to rescind the waivers, and in June 2025, President Trump signed Congress’ resolutions rescinding the waivers. The State of California and ten other states are currently challenging Congress’ authority to revoke the waivers. In addition, in July 2025, the EPA issued a proposal to rescind President Obama’s 2009 findings that GHG emissions endanger public human health and that vehicle emissions contribute to the GHG emissions (the “2009 Endangerment Finding”). The EPA’s proposal is currently out for public comment, but it is widely expected that that the GHG-3 rule will be repealed. In addition, it is also widely expected that the EPA 2027 Low NOx rule will be modified or repealed during 2025. It is also worth noting that there are currently multiple lawsuits pending where plaintiffs are challenging CARB’s rules on the basis that, amongst other things, such rules are preempted by other federal laws and that the EPA exceeded its authority in granting the waivers with respect to the HD Omnibus and Advanced Clean Truck rules. There are also multiple lawsuits pending where plaintiffs are challenging the GHG-3 rule on multiple grounds, including that the EPA exceeded its statutory authority in creating the rule.

In July 2023, CARB and various manufacturers of heavy-duty commercial vehicles and engines, including PACCAR, International, Ford, Hino, Isuzu and Cummins, entered into the Clean Truck Partnership, whereby the manufacturers agreed to comply with CARB’s emission requirements where applicable, regardless of whether any entity challenges CARB’s rule-making authority, and CARB agreed to work with manufacturers to provide reasonable lead time to meet CARB’s requirements and before imposing new regulations. It is not clear at this time if the Clean Truck Partnership will survive in light of all of the legal challenges questioning CARB’s authority to regulate engine emissions regulations, in addition to legal challenges to the Clean Truck Partnership itself. A group of seventeen U.S. states and the District of Columbia entered into a joint memorandum of understanding that adopts at least a portion of CARB’s emissions regulations and commits each of them to work together to advance and accelerate the market for electric Class 3 through 8 commercial vehicles. Six of the states are states where we operate new commercial vehicle dealerships: California, Colorado, Nevada, New Mexico, North Carolina, and Virginia. The signatories to the memorandum all agreed on a goal of ensuring that 100% of new Class 3 through 8 commercial vehicles are zero emission by 2050, with an interim target of 30% zero emission vehicles by 2030, although multiple of these states have recently announced plans to delay various aspects of CARB’s regulations. If CARB were to prevail in its legal challenges against Congress’ recission of the EPA waivers, attaining CARB’s goals would likely require the adoption of new laws and regulations and we cannot predict at this time whether such laws and regulations would have an adverse impact on our business. Additional regulations, or CARB’s enforcement of its existing regulations, could result in increased compliance costs, additional operating restrictions, or changes in demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk represents the risk of loss that may impact the financial position, results of operations, or cash flows of the Company due to adverse changes in financial market prices, including interest rate risk, and other relevant market rate or price risks.

We are exposed to market risk through interest rates related to ~~our~~the ~~floor~~PFC ~~plan~~Floor ~~financing~~Plan ~~agreements~~Credit Agreement, the BMO Floor Plan Credit Agreement, the WF Credit Agreement, the PLC Agreement, the RTC Canada Revolving Credit Agreement, the RTC Canada Floor Plan Credit Agreement and discount rates related to finance sales. ~~Our~~The ~~floor~~PFC ~~plan~~Floor ~~debt~~Plan isCredit Agreement and the PLC Agreement are both based on ~~SOFR~~the ~~and~~prime ~~CORRA,~~rate. The BMO Floor Plan Credit Agreement and the WF Credit Agreement isare both based on SOFR,. ~~the~~The RTC Canada Revolving Credit Agreement isand ~~based~~RTC onCanada ~~CORRA~~Floor ~~and~~Plan ~~the~~Credit ~~PLC~~ Agreement isare both based on ~~the prime rate~~CORRA. As of ~~September~~March 3031, ~~2025~~2026, we had outstanding floor plan borrowings and ~~borrowings~~lease ~~from~~and ~~PFC,~~rental ~~BMO~~fleet ~~Bank,~~borrowings ~~WF, PLC and BMO~~ in the aggregate amount of $1,~~120~~196.9 million. Assuming an increase or decrease in ~~SOFR, CORRA or~~ the prime rate, SOFR or CORRA of 100 basis points, annual interest expense could correspondingly increase or decrease by approximately $1112.20 million.

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ITEM 4. Controls and Procedures.

The Company, under the supervision and with the participation of management, including the Company’s principal executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of ~~September~~March 3031, ~~2025~~2026, to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to Company management, including the principal executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during the three months ended ~~September~~March 3031, ~~2025~~2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we are involved in litigation arising out of our operations in the ordinary course of business. We maintain liability insurance through self-insurance, a captive insurer and third-party excess insurance, including product liability coverage, in amounts deemed adequate by management. However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on our financial condition or results of operations. As of ~~September~~March 3031, ~~2025~~2026, we believe that there are no pending claims or litigation, individually or in the aggregate, that are reasonably ~~likely~~possible to have a material adverse effect on our financial position or results of operations. However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations for the fiscal period in which such resolution occurred.

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ITEM 1A. Risk Factors.

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A, Part I of our ~~2024~~2025 Annual Report on Form 10-K (the “~~2024~~2025 Annual Report”) describes some of the risks and uncertainties associated with our business that have the potential to materially affect our business, financial condition or results of operations.

There has been no material change in our risk factors disclosed in our ~~2024~~2025 Annual Report.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not make any unregistered sales of equity securities during the ~~third~~first quarter of ~~2025~~2026.

A summary of the Company’s stock repurchase activity for the ~~third~~first quarter of ~~2025~~2026 is as follows:

Period	Total Number of Shares Purchased (1)(2)(3)~~(4)~~		Average Price Paid Per Share (1)			Total Number of Shares Purchased as Part of a Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (3)
July 1 – July 31, 2025		-		-			-		-
January 1 – January 31, 2026		-	$	-			-	$	150,000,000
August 1 – August 31, 2025		46,931		57.00	(5)		46,931		75,972,983
February 1 – February 28, 2026		-		-			-		150,000,000
September 1 – September 30, 2025		116,411		56.21	(6)		116,411		69,425,753
March 1 – March 31, 2026		-		-			-		150,000,000
Total		~~163,342~~-		-			~~163,342~~-

(1)	The calculation of the average price paid per share does not give effect to any fees, commissions or other costs associated with the repurchase of such shares.

(2)	The shares represent Class A Common Stock and/or Class B Common Stock repurchased by the Company.

(3) On December 23, ~~2024~~2025, we announced the approval of a new stock repurchase program, effective December 3, ~~2024~~2025, authorizing management to repurchase, from time to time, up to an aggregate of $150.0 million of our shares of Class A common stock and/or Class B common stock.

(4) On May 29, 2025, we announced the approval of a $50.0 million increase to the stock repurchase program, effective May 29, 2025, authorizing management to repurchase, from time to time, up to an aggregate of $200.0 million of our shares of Class A common stock and/or Class B common stock.

(5) Represents 46,931 shares of Class A Common Stock at an average price paid per share of $57.00.

(6) Represents 68,019 shares of Class A Common Stock at an average price paid per share of $55.36 and 48,392 shares of Class B Common Stock at an average price paid per share of $57.41.

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ITEM 3. Defaults Upon Senior Securities.

Not Applicable

ITEM 4. Mine Safety Disclosures.

Not Applicable

ITEM 5. Other Information.

During the three months ended ~~September~~March 3031, ~~2025~~2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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ITEM 6. Exhibits.

Exhibit Number		Exhibit Title
3.1		Restated Articles of Incorporation of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (File No. 000-20797) for the quarter ended June 30, 2008)
3.2		Certificate of Amendment to the Restated Articles of Incorporation of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q (File No. 000-20797) for the quarter ended June 30, 2023)
3.3		Rush Enterprises, Inc. Second Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed ~~May~~December 213, ~~2013~~2025)
3.4		First Amendment to Amended and Restated Bylaws of Rush Enterprises, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed May 24, 2021)
10.1		Fourth Amendment to Credit Agreement, dated as of September 30, 2025, by and among the Company and certain of its subsidiaries, the Lenders party thereto and Wells Fargo Bank N.A., as Administrative Agent. (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 000-20797) filed October 3, 2025)
31.1*		Certification of CEO pursuant to Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of CFO pursuant to Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

+ Management contract or compensatory plan or arrangement.

*	filed herewith

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

3026

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RUSH ENTERPRISES, INC.
Date: November 7, 2025	By:	/S/ W.M. “RUSTY” RUSH
Date: May 8, 2026	By:	/S/ W.M. “RUSTY” RUSH
		W.M. “Rusty” Rush
		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
		President, Chief Executive Officer and
		Chairman of the Board
		(Principal Executive Officer)
Date: May 8, 2026	By:	/S/ STEVEN L. KELLER
		Steven L. Keller
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

Date: November 7, 2025	By:	/S/ STEVEN L. KELLER
		Steven L. Keller
		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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